| Language: |
=========NDI SDK EULA=========
As per the terms of the NDI SDK, you are:
prohibited from making any modifications to the SDK or any part thereof.
prohibited from any reverse engineering, disassembly or recompilation of the SDK or any part thereof, or any protocols used in the SDK, and any attempt to do so.
required to comply with the terms of the NewTek SDK license, including that any Third Party Products you create have current and complete NDI® compatibility, and you are required to include in your End User License Agreement the terms of paragraph 3d of NewTek’s NDI® Software Development Kit (SDK) License Agreement.
NDI is provided “as is,” with all faults, and NewTek makes no express or implied representations or warranties, of any kind related to this NDI or the materials contained in the NDI SDK.
To the extent permitted by applicable law, NewTek and/or its licensors bear no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product or Bundled Products.
NewTek, Inc. is the copyright owner of NDI.
Please read this document carefully before proceeding. You (the undersigned Licensee) hereby agree to the terms of this
NDI® Software Development Kit (SDK) License Agreement (the "License") in order to use the SDK. NewTek, Inc.
(“NewTek”) agrees to license you certain rights as set forth herein under these terms.
1. Definitions
a. "SDK" means the entire NewTek NDI® Software Development Kit, including those portions pertaining to the
Specific SDK, provided to you pursuant to this License, including any source code, compiled executables or
libraries, and all documentation provided to you to assist you in building tools that use the NDI® Software for data
transfer over a local network.
b. "Products" means your software product(s) and/or service(s) that you develop or that are developed on your behalf
through the use of the SDK and that are designed to be, and/or are, used, sold and/or distributed to work closely
with other NewTek Products or Third Party Video Products.
c. “NewTek Products refers to NewTek’s video line of products distributed by NewTek and any upgrades.
d. “SDK Documentation” refers to the documentation included with the Software Development Kit including that
portion pertaining to the Specific SDK.
e. “Specific SDK” refers to the specific SDK for which you intend to use the NewTek SDK and this license (for example:
NDI® Send, NDI® Receive, NDI® Find, or other SDK’s that are available from time to time. These are examples
only and NewTek may add or subtract to this list at its discretion, and you agree to use them only in accordance
with this Agreement), and includes the documentation relating to it.
f. “Third Party Video Products” refers to products of third parties developed by or for them also using the NewTek
NDI® Software Development Kit in any way.
2. License
a. Pursuant to the terms, conditions and requirements of this License and the SDK Documentation, you are hereby
granted a nonexclusive royalty-free license to use the sample code, object code and documentation included in
the SDK for the sole purpose of developing Products using the Specific SDK, and to distribute, only in accordance
with the SDK Documentation requirements, object code included in the SDK solely as used by such Products (your
Product and compiled sample code referred to as the “Bundled Product”).
b. If you are making a product release you must use a version of the SDK that is less than thirty (30) days old if there
is one.
c. This is a License only, and no employment, joint venture, partnership, or other business venture is created by this
License.
d. Unless otherwise stated in the SDK, no files within the SDK and the Specific SDK may be distributed. Certain files
within the SDK or the Specific SDK may be distributed, said files and their respective distribution license are
individually identified within the SDK documentation. This is not a license to create revisions or other derivative
works of any NewTek software or technology.
e. You agree to comply with the steps outlined in the SDK Documentation, including the SDK manual for the Specific
SDK. Different obligations and restrictions may be imposed by NewTek with respect to different Specific SDK’s.
NewTek will not agree to sponsor your Product or show affiliation; however NewTek shall have the right to test the
Product, and if it does not work or operate to NewTek’s satisfaction, NewTek may terminate this license pursuant to
Section 10. Notwithstanding that NewTek may test the Product, it does not warrant the test; it is for NewTek’s
benefit, and you agree not to promote in your Product marketing or elsewhere any results or that NewTek has
tested the Product.
f. You acknowledge that information provided to NewTek to induce NewTek to enter into this license with you about
your experience in the industry, sales, distribution, SDK experience or otherwise, whether such information is
provided to NewTek verbally or in writing, is true.
g. NewTek makes the SDK available for developers for developing Products only, under these specific conditions
herein, and if any, or all, of the terms of this license are not enforceable within your legal jurisdiction in any way, or
if any clause is voided or modified in any way, then you may not enter into this agreement, any license and
permission granted herein is revoked and withdrawn as of the date you first downloaded and/or used the SDK, and
you are then unauthorized to copy, create derivative works, or otherwise use the SDK in any way.
Jan 2020 NDI® Technology License Agreement
3. Restrictions and Confidentiality.
a. “Confidential Information” includes the SDK and all specifications, source code, example code, tools and
documentation provided within the SDK, and any support thereof, and any other proprietary information provided
by NewTek and identified as Confidential in the course of assisting You with your NDI® implementation.
Confidential Information does not include information that: 1) is or becomes generally available to the public other
than as a result of a disclosure by You, or 2) becomes available to You on a non-confidential basis from a source
that was not prohibited from disclosing such information. Except as authorized herein, or in the SDK
Documentation, or as otherwise approved in writing by NewTek: 1) The disclosure to you of the SDK and all other
Confidential Information shall not be disclosed to any third party 2)You agree not to commercialize the
Confidential Information for yours or others benefit in any way; 3) You will not make or distribute copies of the
SDK, or other Confidential Information or electronically transfer the SDK to any individual within your business or
company who does not need to know or view the SDK, and under no circumstances shall you disclose it, or any
part of it, to any company, or any other individual not employed directly by the business or company you
represent, without express written permission of NewTek.
b. You will not modify, sell, rent, transfer, resell for profit, distribute, or create derivative works based upon the SDK or
any part thereof other than as set forth herein, and you will not allow independent contractors to create derivative
works; however, you may use the SDK to create your own program for the primary purpose of making it or your
Product compatible with the NDI® network APIs, a NewTek Product, or for other purposes expressly set forth by
you in advance in writing and agreed to in writing by NewTek. In the case of your derivative works based upon the
SDK, you may create and revise your Product using the SDK, and sell, rent, transfer, resell for profit and distribute,
so long as it is for the Principal objective for which you were provided the SDK and it otherwise complies with this
agreement, including the requirement that your Product or any other Third Party Product using any portion of the
SDK continues to use the current SDK as required herein and functions properly using the SDK. NewTek reserves
the right to determine at any time the compliance of your Product or any Third Party Product as properly using the
SDK including maintaining current and complete NDI® compatability. Notwithstanding anything to the contrary
herein, no intellectual property claim, whether in patent, trademark, copyright, or otherwise, is made by NewTek in
or to your Product (except as to the SDK including software code and/or Libraries, and copyright rights therein,
and any Confidential Information used in or with the Product).
c. You will comply with applicable export control and trade sanctions laws, rules, regulations and licenses and will not
export or re-export, directly or indirectly, the SDK into any country, to any organization or individual prohibited by
the United States Export Administration Act and the regulations thereunder.
d. Any direct or indirect distribution of your Product or any Bundled Products by you that include your Product, shall
be under the terms of a license agreement containing terms that: (i) prohibit any modifications to the SDK or any
part thereof, (ii) prohibit any reverse engineering, disassembly or recompilation of the the SDK or any part thereof,
or any protocols used in the SDK, and further prohibit any attempt to do so; (iii) disclaim any and all warranties on
behalf of NewTek and each of its licensors, (iv) disclaim, to the extent permitted by applicable law, liability of
NewTek and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the
use of the Product or Bundled Products, (v) comply fully with all relevant export laws and regulations of the United
States to assure that the Bundled Products or any part thereof is not exported, directly or indirectly, in violation of
United States law; (vi) include the appropriate copyright notice showing NewTek, Inc. as copyright owner; (vii)
require all third party developers using your Product to develop Third Party Products to comply with the terms of
the NewTek SDK license, including that such Third Party Products have current and complete NDI® compatability,
and further require such third party developers to include in their End User License Agreement the terms of this
paragraph 3d.
e. You agree not to use the SDK for any unlawful propose or in any way to cause injury, harm or damage to NewTek,
Inc., or its Products, trademarks, reputation and/or goodwill, or use information provided pursuant to the SDK, to
interfere with NewTek in the commercialization of NewTek Products.
f. You agree to use NewTek trademarks (NewTek trademarks include, but are not limited to NDI®, NDI|HX™,
NewTek™, TriCaster®, and LightWave 3D®), only in accordance with applicable policies of NewTek for such
trademark usage by software developers in effect from time to time, which policy may be amended at any time
with or without notice. NewTek’s trademarks shall not be utilized within the Product itself, or on the Product
packaging or promotion, or on websites, except to identify that the Product is compatible with NewTek’s pertinent
Jan 2020 NDI® Technology License Agreement
Video Product, and in all cases where NewTek trademarks are utilized, special and clear notations shall be provided
that the marks are NewTek trademarks. Your Product is not a product of NewTek and no promotion, packaging, or
use of NewTek trademarks shall suggest sponsorship by NewTek of your Products, except where specifically
authorized by NewTek in writing. Any distribution of your Product in a fraudulent manner, or in any other manner
or method that violates any civil or criminal laws shall constitute a default under this agreement and result in
immediate revocation of any right to utilize NewTek’s marks.
g. NewTek owns or has licensed copyright rights to the SDK. To the extent any of the SDK is incorporated into your
Product, you agree to include all applicable copyright notices, along with yours, indicating NewTek’s copyright
rights as applicable and as requested by NewTek.
h. You agree that by using the SDK, or any portion or part of the NDI® Software, in your Products, that you shall not
at any time during the term create, use or distribute Products utilizing the NDI® SDK that are not interoperable
with, or have significantly degraded performance of functionality when working with, NewTek Products or Third
Party Video Products that are created with or utilize in whole or in part the SDK. Your Products and Third Party
Products must maintain current and complete NDI® compatability at all times.
i. You agree to not to reverse engineer, disassemble or recompile the SDK or any part thereof, or any protocols used
in the SDK, or attempt to do so.
j. You agree not to use the SDK, or cause the SDK to be used, for any purpose that it was not designed for, and in
particular, you agree not to use the SDK for any purpose but for the precise purposes as expressly identified to
NewTek in writing that is the basis of the SDK and this license, and you agree you will not attempt to violate any of
the foregoing, or encourage third parties to do so.
4. Software Defect Reporting
If you find software defects in the SDK, you agree to make reasonable effort to report them to NewTek in accordance
with the SDK documentation or in such other manner as NewTek directs in writing. NewTek will evaluate and, at its sole
discretion, may address them in a future revision of the SDK. NewTek does not warrant the SDK to be free of defects.
5. Updates
You understand and agree that NewTek may amend, modify, change, and/or cease distribution or production of the SDK
at any time. You understand that you are not entitled to receive any upgrades, updates, or future versions of the SDK
under this License. NewTek does not warrant or represent that its future updates and revisions will be compatible with
your Product, and NewTek does not warrant that its updates and/or revisions will allow your Product to be compatible
with or without modifications to your Product.
6. Ownership
Nothing herein is intended to convey to you any patent, trademark, copyright, trade secret or other Intellectual Property
owned by NewTek or its Licensors in the SDK or in any NewTek software, hardware, products, trade names, or
trademarks. NewTek and its suppliers or licensors shall retain all right, title, and interest to the foregoing Intellectual
Property and to the SDK. All rights not expressly granted herein are reserved by NewTek.
7. Indemnity and Limitations
You agree to indemnify and hold NewTek harmless from any third party claim, loss, or damage (including attorney's fees)
related to your use, sale or distribution of the SDK. THE SDK IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN "AS
IS" BASIS AND "WITH ALL FAULTS", WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM
NEWTEK. YOU ASSUME ALL RISKS THAT THE SDK IS SUITABLE OR ACCURATE FOR YOUR NEEDS AND YOUR USE OF
THE SDK IS AT YOUR OWN DISCRETION AND RISK. NEWTEK AND ITS LICENSORS DISCLAIM ALL EXPRESS AND IMPLIED
WARRANTIES FOR THE SDK INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
8. Limitation of Damages
NEITHER NEWTEK NOR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE
LIKE), ARISING OUT OF THIS LICENSE WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
Jan 2020 NDI® Technology License Agreement
STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF NEWTEK OR ITS REPRESENTATIVES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis
of the bargain between NewTek and you. You agree that NewTek would not be able to provide the Software on an
economic basis without such limitations. IN NO EVENT WILL NEWTEK BE LIABLE FOR ANY AMOUNT GREATER THAN
WHAT YOU ACTUALLY PAID FOR THE SDK.
9. US Government - Restricted Rights
The SDK and accompanying materials are provided with Restricted Rights. Use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in this License and as provided in Federal Regulations, as applicable.
(Manufacturer: NewTek, Inc., 5131 Beckwith Blvd., San Antonio, TX 78249).
10. Termination
Either party may terminate this License upon thirty (30) days written notice. Either party may also terminate if the other
party materially defaults in the performance of any provision of this License, the non-defaulting party gives written notice
to the other party of such default, and the defaulting party fails to cure such default within ten (10) days after receipt of
such notice. Upon the termination of this License, the rights and licenses granted to you by NewTek pursuant to this
License will automatically cease. Nothing herein shall prevent either party from pursuing any injunctive relief at any time
if necessary, or seeking any other remedies available in equity. Each party reserves the right to pursue all legal and
equitable remedies available. Upon termination, all SDK materials shall be promptly returned to NewTek, and any and all
copies stored in electronic or other format shall be deleted and destroyed, and any rights to use NewTek’s trademarks
are revoked. If this License is terminated for any reason, the provisions of Sections 1, 3, 6, 7, 8, 9, 10, and 11 shall survive
such termination.
11. General
Notices given hereunder may be sent to either party at the address below by either overnight mail or by email and are
deemed effective when sent. This License shall be governed by the laws of the State of Texas, without regard to its choice
of law rules and you agree to exclusive jurisdiction therein. This License contains the complete agreement between you
and NewTek with respect to the subject matter (SDK) of this License, and supersedes all prior or contemporaneous
agreements or understandings, whether oral or written. It does not replace any licenses accompanying NewTek
Products. You may not assign this SDK License.
=========OFF WORLD EULA=========
End User Licence Agreement
Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.
Important notice to all users: by downloading and/or using this software you acknowledge that you have read this EULA, understand it and agree to be bound by its terms and conditions. If you do not agree to the terms of this EULA do not download, install, copy or use the software.
By agreeing to be bound by this EULA, you further agree that any person who accesses the Software through your download will comply with the provision of this EULA.
Definitions
In this EULA, except to the extent expressly provided otherwise:
“Account” means an account at https://account.offworld.live created by the User, having a unique name and password, through which User has access to Software in accordance with the EULA.
"Charges" means those amounts that the parties have agreed shall be payable by the User to the Licensor in respect of this EULA;
“Commercial License” means a license to use Software for Commercial Purposes.
“Commercial Purposes” means lawful activities carried out, whether directly or indirectly, with the purpose of obtaining economic benefit, including profit in cash or in kind, and is directed towards exchange for economic use or benefit, or any other form of economic use or benefit either immediately or at some point in the future.
“Distribute” means to provide or otherwise make the Software (or any component thereof) available, or to make its functionality available on a network.
"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;
"Effective Date" means the date upon which the User downloads and/ or installs the Software or gives their express consent to this EULA, following the issue of this EULA by the Licensor;
"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensor" or “We” means Off World Live Limited, a company incorporated in England and Wales (registration number 12140706) having its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
"Maintenance Services" means the application to the Software of Updates and Upgrades;
“Non-Commercial License” means a license to use Software for Non-Commercial Purposes.
“Non-Commercial Purposes” means lawful activities not intended for, or directed towards, commercial advantage or monetary compensation by an individual or organisation for which no exchange of commercial advantage or monetary compensation occurs between any transacting parties. For the avoidance of doubt, a Commercial Person, Organisation or Entity can never use our software for Non-Commercial Purposes.
“Product” means any product developed that incorporates the Software in any way.
"Personal Data" means any information relating to an identified or identifiable natural person.
“Packaged Project” means an executable exported from the Unreal Editor into an application file.
"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;
"Software" means any generally available Version of the Off World Live software product, including but not limited to, one or more of the following: source code, object code, dynamic link libraries, statically, linked libraries, or unoptimized (debug) libraries, executables, header files, sample programs, utility programs, makefiles, project files and scripts software plugins, irrespective of whether any such software (i) may or may not be covered by a License or (ii) is or is not provided perpetually and/or royalty-free. For the avoidance of doubt, Software is not produced to the specifications of the User nor customized through modification or personalization, and is intended for mass distribution.
"Software Specification" means the specification for the Software set out in the Documentation;
"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
"Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;
"Term" means the term of this EULA, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Update" means a hotfix, patch or minor version update to the Software;
"Upgrade" means a major version upgrade of the Software;
"User" or “You” means the person to whom the Licensor grants a right to use the Software under this EULA and any other person that accesses the software through their download; and
"User Indemnity Event" has the meaning given to it in Clause 13.1.b
“Version” means a release, update, or upgrade of the Software.
Term
This EULA shall come into force upon the Effective Date.
This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 13 or any other provision of this EULA.
Licence
Subject to the limitations and prohibitions set out and referred to in this Clause 3, the Licensor hereby grants to the User from the Effective Date until the end of the Term:
A worldwide, non-exclusive, non-transferable Non-Commercial License to:
Install and use the Software for their own Non-Commercial Purposes,
Package the Software into a Packaged Project to be used for their own Non-Commercial Purposes.
In order to install and use the Software for Commercial Purposes the User must purchase a Commercial License:
The User is expressly forbidden to use the Software for Commercial Purposes without a Commercial License.
The terms of the Commercial License are defined by contract at the point of purchase (for more details see the pricing page).
The User is authorized to use the Software in machine readable, object code form only, unless agreed otherwise by separate contract.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to the User, irrespective of the use of terms such as “purchase” or “sale”. Off World Live Limited has and retains all right, title and interest, including all intellectual property rights, in and to the Products any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Off World Live Limited, including without limitation as they may incorporate Feedback (as defined below).
Only to the extent that is proportionate to, and reasonably necessary to support the User’s licensed use of the Software in accordance with this EULA, the User may (provided valid license/s or activation key/s have been obtained) install the Software on more than one computer, provided always that the User’s concurrent use of different installations of the Software does not exceed the number of valid licenses paid for or licensed (as applicable).
The User may not sub-license and must not purport to sub-license any rights granted under Clauses 3.1 or 3.2.
Save to the extent expressly permitted by this EULA, by separate contract, or as required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:
the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
the User must not alter, edit, adapt or create derivative works of the Software;
the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer the Software;
the User must not implement or use any method or mechanism designed to enable product functionality not available in the Software;
the User must under no circumstances provide access to their Account to any third party;
If permitted by your Commercial License, you may Distribute the Software an inseparable part of a Packaged Project or Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Software.
Any distribution of Packaged Projects that include the Software, shall be under the terms of this EULA that:
prohibit any modifications to the Software or any part thereof;
prohibit any reverse engineering, disassembly or recompilation of the the Software or any part thereof, or any protocols used in the Software, and further prohibit any attempt to do so;
prohibit any implementation or use of any method or mechanism designed to enable product functionality not available in the Software;
disclaim any and all warranties on behalf of Off World Live and each of its licensors;
disclaim, to the extent permitted by applicable law, liability of Off World Live and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Packaged Projects; and
include the appropriate copyright notice showing Off World Live as copyright owner of the Software.
The User agrees not to use the Software for any unlawful purpose or in any way to cause injury, harm or damage to Off World Live, or its Products, trademarks, reputation and/or goodwill.
The User agrees not to use information provided pursuant to the Software, to interfere with Off World Live in the commercialization of Off World Live Products.
The User acknowledges that information provided to Off World Live to induce Off World Live to grant a Commercial, Non-Commercial License to the User is true.
Off World Live makes the Software available for Users under these specific conditions herein. If any, or all, of the terms of this EULA are not enforceable within your legal jurisdiction in any way, or if any clause is voided or modified in any way, then you may not enter into this agreement, any permission granted herein is revoked and withdrawn as of the date you first downloaded and/or used the Software, and you are then unauthorized to use the Software in any way.
No employment, joint venture, partnership, or other business venture is created by the Commercial, Non-Commercial or Royalty-Free Licenses.
Personal Data
In connection with your use of the Software, Off World Live will process Personal Data of you, the User and the Product Holder (if appropriate), in particular, Your contact and identification details, data about usage of our software and services, and information about your license and payments, for the following purposes:
To provide you with software, services or information;
To protect us from piracy and unlawful use of our software or services;
To improve our offerings based on usage;
For our internal records and to protect our rights and interests and those of other users;
To promote and market our software and services; and
To fulfil legal duties stipulated by accounting, taxation, and other laws.
You may object to the processing of your Personal Data for the purposes of 4.1.2 through 4.1.5 at any time. More detailed information about Personal Data processing for the above mentioned purposes and about your rights can be found in the Privacy Policy.
For the above purposes, Off World Live may collect, among other things, your IP address, Off World Live Account username and password, first name, last name, email address, and subscription information.
On installation and execution, the Software may send Off World Live certain information, which will not contain any Personal Data, including Software Version, information about the operating system and environment where the Software is installed, and components of the Software that are in use. A unique ID, which does not contain any Personal Data, is also used to distinguish instances. The Software can also check for available updates. In addition, it can check for subscription validation, by either using the subscription key or your Off World Live Account details. The Software can also use subscription information to inform you of the availability of applicable updates. You may opt out of sending this data by changing your Off World Live Account settings on the Off World Live website.
Off World Live is not responsible for any processing of Personal Data accidentally sent to Off World Live by the User.
You shall keep your Personal Data up-to-date and if any inconsistencies arise report such inconsistencies to Off World Live.
Marketing Rights
Unless explicitly agreed otherwise via a separate license or contract, Users grant Off World Live Limited the right to use their brand of their company (provided that it is not Personal Data) in its marketing materials by publicising that they are a user of Off World Live Software on its website or in other marketing materials released to the public.
Access to the Software
Users may use the Software in accordance with its documentation. Users are solely responsible for the accuracy and completeness of any information provided via and any action taken through their Account.
You may use your Account credentials in the Software so that we can verify your rights to use it.
Alternatively, you may use an offline activation code that you can download in your Account. If you use this option, it is your responsibility to download a new activation code and apply it every time you make changes to your licensed machines or purchase a new license.
You acknowledge that the Software may periodically connect to Off World Live servers to update your Account information, including, but not limited to, changes to your Account credentials, login IP information and the number of licensed machines.
All deliveries under this Agreement will be electronic. you must have an Internet connection in order to access your Account and to receive any deliveries. For the avoidance of doubt, You are responsible for the Software download and installation.
NDI
As per the terms of the NDI SDK, you are:
prohibited from making any modifications to the SDK or any part thereof.
prohibited from any reverse engineering, disassembly or recompilation of the SDK or any part thereof, or any protocols used in the SDK, and any attempt to do so.
required to comply with the terms of the NewTek SDK license, including that any Third Party Products you create have current and complete NDI® compatibility, and you are required to include in your End User License Agreement the terms of paragraph 3d of NewTek’s NDI® Software Development Kit (SDK) License Agreement.
NDI is provided “as is,” with all faults, and NewTek makes no express or implied representations or warranties, of any kind related to this NDI or the materials contained in the NDI SDK.
To the extent permitted by applicable law, NewTek and/or its licensors bear no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product or Bundled Products.
NewTek, Inc. is the copyright owner of NDI.
Source Code
Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
Notwithstanding “Software” is defined as an object code version and that clause 3 provides that Licensee may only use the Software in object code form only:
If Off World Live has agreed to license to the User (including by way of providing upgrades, updates or enhancements/customization) source code or elements of the source code of the Software, the intellectual property rights in which belong either to Off World Live or to a Third Party Licensor (“Source Code”), the User shall be licensed to use the Source Code as Software on the terms of this EULA and:
the User may use the Source Code at its own risk in any reasonable way for the limited purpose of enhancing its use of the Software solely for its own internal business purposes and in all respects in accordance with this EULA;
the User shall in respect of the Source Code comply strictly with all other restrictions applying to its use of the Software under this EULA as well as any other restriction or instruction that is communicated to it by Off World Live at any time during the Agreement (whether imposed or requested by Off World Live or by any Third Party Licensor);
To the extent that the Software links to any open source software libraries (“OSS Libraries”) that are provided to Licensee with the Software, nothing in the Agreement shall affect Licensee’s rights under the licenses on which the relevant Third Party Licensor has licensed the OSS Libraries. To the extent that Third Party Licensors have licensed OSS Libraries on the terms of v2.1 of the Lesser General Public License issued by the Free Software Foundation (see http://www.gnu.org/licenses/lgpl-2.1.html) (the “LGPL”), those OSS Libraries are licensed to Licensee on the terms of the LGPL and are referred to in this clause 4.2 as the LGPL Libraries.
Notwithstanding any other term of the Agreement, Off World Live gives no express or implied warranty, undertaking or indemnity whatsoever in respect of the Source Code, the OSS Libraries (including the LGPL Libraries), the LGPL Source or the Object, all of which are licensed on an “as is” basis, or in respect of any modification of the Source Code, the OSS Libraries (including the LGPL Libraries) or the LGPL Source made by Licensee (“Modification”). Licensee may not use the Object for any purpose other than its use of the Software in accordance with this EULA. Notwithstanding any other term of the Agreement, Off World Live shall have no obligation to provide support, maintenance, upgrades or updates of or in respect of any of the Source Code, the OSS Libraries (including the LGPL Libraries), the LGPL Source, the Object or any Modification. Licensee shall indemnify Off World Live against all liabilities and expenses (including reasonable legal costs) incurred by Off World Live in relation to any claim asserting that any Modification infringes the intellectual property rights of any third party.
Commercial License Fee
The User acknowledges that the rights granted under a Commercial License are conditional on the timely payment of the fee due for the Commercial License (the “License Fee”). Unless agreed by separate contract, the License Fee shall be payable in full as one single payment. The User will be charged and agrees to pay to Off World Live the License Fee at the time of the initial purchase of the Commercial License together with any/all applicable taxes or other duties or levies.
Commercial License Access to Updates
Unless otherwise agreed by contract, the Commercial License provides the User with perpetual access to any Version of the Software (including Updates and/ or Upgrades) released in the twelve (12) months from their exact date of purchase. Following this twelve (12) month period, the User will revert to a Non Commercial License for any Upgrades or Updates.
Maintenance Services
The Licensor has the right to stop and/or make a good faith decision to stop providing maintenance services in relation to the Software at any time.
The Licensor is under no obligation to provide any Updates or Upgrades or new Versions of the Software.
Support Services
The Licensor is under no obligation to provide Support Services to the User.
User Feedback and Submissions
The User has no obligation to provide us with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
Additionally, if, at our request, you send certain specific Submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'Submissions'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. We are and shall be under no obligation:
to maintain any Submissions in confidence;
to pay compensation for any Submissions; or
to respond to any Submissions.
You agree that your Submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Submissions will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Software or our Services. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Submissions. You are solely responsible for any Submissions you make and their accuracy. We take no responsibility and assume no liability for any Submissions posted by you or any third-party.
Third-Party Software
The Software includes code and libraries licensed to Us by third parties, including open source software ("Third-Party Software"). A list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.
Off World Live provides no warranty, express or implied, with respect to any third-party software, and expressly disclaims any warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement.
No assignment of Intellectual Property Rights
Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
Warranties
The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.
Acknowledgements and warranty limitations
The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.
Indemnities
The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA] (a "User Indemnity Event").
The Licensor must:
upon becoming aware of an actual or potential User Indemnity Event, notify the User;
provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;
allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and
not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User.
The indemnity protection set out in this Clause 13 shall not be subject to the limitations and exclusions of liability set out in this EULA.
Limitations and exclusions of liability
Nothing in this EULA will:
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law, and;
if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this EULA:
are subject to Clause 14.1; and
govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.
The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.
The Licensor will not be liable to the User in respect of any loss of revenue or income.
The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.
The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.
The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.
Termination
We may terminate or suspend the access of any User of a Non-Commercial License immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of this EULA or our website.
All provisions of the EULA and Terms of our website, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Either party may terminate this EULA immediately by giving written notice of termination to the other party if the other party commits any breach of this EULA.
Subject to applicable law, either party may terminate this EULA immediately by giving written notice of termination to the other party if:
the other party:
is dissolved;
ceases to conduct all (or substantially all) of its business;
is or becomes unable to pay its debts as they fall due;
is or becomes insolvent or is declared insolvent; or
convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or
if that other party is an individual:
that other party dies;
as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
that other party is the subject of a bankruptcy petition or order.
Effects of termination
Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 10, 13, 14, 16, 17 and 18].
Except to the extent expressly provided otherwise in this EULA, the termination of this EULA shall not affect the accrued rights of either party.
For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.
Within 10 Business Days following the termination of this EULA, the User must:
return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and
irrevocably delete from all computer systems in its possession or control all copies of the Software.
General
No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
This EULA may not be varied except by a written document signed by or on behalf of each of the parties.
The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any third party. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.
This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
Subject to Clause 14.1, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
This EULA shall be governed by and construed in accordance with English law.
The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
Interpretation
In this EULA, a reference to a statute or statutory provision includes a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of this EULA.
References in this EULA to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
As per the terms of the NDI SDK, you are:
prohibited from making any modifications to the SDK or any part thereof.
prohibited from any reverse engineering, disassembly or recompilation of the SDK or any part thereof, or any protocols used in the SDK, and any attempt to do so.
required to comply with the terms of the NewTek SDK license, including that any Third Party Products you create have current and complete NDI® compatibility, and you are required to include in your End User License Agreement the terms of paragraph 3d of NewTek’s NDI® Software Development Kit (SDK) License Agreement.
NDI is provided “as is,” with all faults, and NewTek makes no express or implied representations or warranties, of any kind related to this NDI or the materials contained in the NDI SDK.
To the extent permitted by applicable law, NewTek and/or its licensors bear no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product or Bundled Products.
NewTek, Inc. is the copyright owner of NDI.
Please read this document carefully before proceeding. You (the undersigned Licensee) hereby agree to the terms of this
NDI® Software Development Kit (SDK) License Agreement (the "License") in order to use the SDK. NewTek, Inc.
(“NewTek”) agrees to license you certain rights as set forth herein under these terms.
1. Definitions
a. "SDK" means the entire NewTek NDI® Software Development Kit, including those portions pertaining to the
Specific SDK, provided to you pursuant to this License, including any source code, compiled executables or
libraries, and all documentation provided to you to assist you in building tools that use the NDI® Software for data
transfer over a local network.
b. "Products" means your software product(s) and/or service(s) that you develop or that are developed on your behalf
through the use of the SDK and that are designed to be, and/or are, used, sold and/or distributed to work closely
with other NewTek Products or Third Party Video Products.
c. “NewTek Products refers to NewTek’s video line of products distributed by NewTek and any upgrades.
d. “SDK Documentation” refers to the documentation included with the Software Development Kit including that
portion pertaining to the Specific SDK.
e. “Specific SDK” refers to the specific SDK for which you intend to use the NewTek SDK and this license (for example:
NDI® Send, NDI® Receive, NDI® Find, or other SDK’s that are available from time to time. These are examples
only and NewTek may add or subtract to this list at its discretion, and you agree to use them only in accordance
with this Agreement), and includes the documentation relating to it.
f. “Third Party Video Products” refers to products of third parties developed by or for them also using the NewTek
NDI® Software Development Kit in any way.
2. License
a. Pursuant to the terms, conditions and requirements of this License and the SDK Documentation, you are hereby
granted a nonexclusive royalty-free license to use the sample code, object code and documentation included in
the SDK for the sole purpose of developing Products using the Specific SDK, and to distribute, only in accordance
with the SDK Documentation requirements, object code included in the SDK solely as used by such Products (your
Product and compiled sample code referred to as the “Bundled Product”).
b. If you are making a product release you must use a version of the SDK that is less than thirty (30) days old if there
is one.
c. This is a License only, and no employment, joint venture, partnership, or other business venture is created by this
License.
d. Unless otherwise stated in the SDK, no files within the SDK and the Specific SDK may be distributed. Certain files
within the SDK or the Specific SDK may be distributed, said files and their respective distribution license are
individually identified within the SDK documentation. This is not a license to create revisions or other derivative
works of any NewTek software or technology.
e. You agree to comply with the steps outlined in the SDK Documentation, including the SDK manual for the Specific
SDK. Different obligations and restrictions may be imposed by NewTek with respect to different Specific SDK’s.
NewTek will not agree to sponsor your Product or show affiliation; however NewTek shall have the right to test the
Product, and if it does not work or operate to NewTek’s satisfaction, NewTek may terminate this license pursuant to
Section 10. Notwithstanding that NewTek may test the Product, it does not warrant the test; it is for NewTek’s
benefit, and you agree not to promote in your Product marketing or elsewhere any results or that NewTek has
tested the Product.
f. You acknowledge that information provided to NewTek to induce NewTek to enter into this license with you about
your experience in the industry, sales, distribution, SDK experience or otherwise, whether such information is
provided to NewTek verbally or in writing, is true.
g. NewTek makes the SDK available for developers for developing Products only, under these specific conditions
herein, and if any, or all, of the terms of this license are not enforceable within your legal jurisdiction in any way, or
if any clause is voided or modified in any way, then you may not enter into this agreement, any license and
permission granted herein is revoked and withdrawn as of the date you first downloaded and/or used the SDK, and
you are then unauthorized to copy, create derivative works, or otherwise use the SDK in any way.
Jan 2020 NDI® Technology License Agreement
3. Restrictions and Confidentiality.
a. “Confidential Information” includes the SDK and all specifications, source code, example code, tools and
documentation provided within the SDK, and any support thereof, and any other proprietary information provided
by NewTek and identified as Confidential in the course of assisting You with your NDI® implementation.
Confidential Information does not include information that: 1) is or becomes generally available to the public other
than as a result of a disclosure by You, or 2) becomes available to You on a non-confidential basis from a source
that was not prohibited from disclosing such information. Except as authorized herein, or in the SDK
Documentation, or as otherwise approved in writing by NewTek: 1) The disclosure to you of the SDK and all other
Confidential Information shall not be disclosed to any third party 2)You agree not to commercialize the
Confidential Information for yours or others benefit in any way; 3) You will not make or distribute copies of the
SDK, or other Confidential Information or electronically transfer the SDK to any individual within your business or
company who does not need to know or view the SDK, and under no circumstances shall you disclose it, or any
part of it, to any company, or any other individual not employed directly by the business or company you
represent, without express written permission of NewTek.
b. You will not modify, sell, rent, transfer, resell for profit, distribute, or create derivative works based upon the SDK or
any part thereof other than as set forth herein, and you will not allow independent contractors to create derivative
works; however, you may use the SDK to create your own program for the primary purpose of making it or your
Product compatible with the NDI® network APIs, a NewTek Product, or for other purposes expressly set forth by
you in advance in writing and agreed to in writing by NewTek. In the case of your derivative works based upon the
SDK, you may create and revise your Product using the SDK, and sell, rent, transfer, resell for profit and distribute,
so long as it is for the Principal objective for which you were provided the SDK and it otherwise complies with this
agreement, including the requirement that your Product or any other Third Party Product using any portion of the
SDK continues to use the current SDK as required herein and functions properly using the SDK. NewTek reserves
the right to determine at any time the compliance of your Product or any Third Party Product as properly using the
SDK including maintaining current and complete NDI® compatability. Notwithstanding anything to the contrary
herein, no intellectual property claim, whether in patent, trademark, copyright, or otherwise, is made by NewTek in
or to your Product (except as to the SDK including software code and/or Libraries, and copyright rights therein,
and any Confidential Information used in or with the Product).
c. You will comply with applicable export control and trade sanctions laws, rules, regulations and licenses and will not
export or re-export, directly or indirectly, the SDK into any country, to any organization or individual prohibited by
the United States Export Administration Act and the regulations thereunder.
d. Any direct or indirect distribution of your Product or any Bundled Products by you that include your Product, shall
be under the terms of a license agreement containing terms that: (i) prohibit any modifications to the SDK or any
part thereof, (ii) prohibit any reverse engineering, disassembly or recompilation of the the SDK or any part thereof,
or any protocols used in the SDK, and further prohibit any attempt to do so; (iii) disclaim any and all warranties on
behalf of NewTek and each of its licensors, (iv) disclaim, to the extent permitted by applicable law, liability of
NewTek and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the
use of the Product or Bundled Products, (v) comply fully with all relevant export laws and regulations of the United
States to assure that the Bundled Products or any part thereof is not exported, directly or indirectly, in violation of
United States law; (vi) include the appropriate copyright notice showing NewTek, Inc. as copyright owner; (vii)
require all third party developers using your Product to develop Third Party Products to comply with the terms of
the NewTek SDK license, including that such Third Party Products have current and complete NDI® compatability,
and further require such third party developers to include in their End User License Agreement the terms of this
paragraph 3d.
e. You agree not to use the SDK for any unlawful propose or in any way to cause injury, harm or damage to NewTek,
Inc., or its Products, trademarks, reputation and/or goodwill, or use information provided pursuant to the SDK, to
interfere with NewTek in the commercialization of NewTek Products.
f. You agree to use NewTek trademarks (NewTek trademarks include, but are not limited to NDI®, NDI|HX™,
NewTek™, TriCaster®, and LightWave 3D®), only in accordance with applicable policies of NewTek for such
trademark usage by software developers in effect from time to time, which policy may be amended at any time
with or without notice. NewTek’s trademarks shall not be utilized within the Product itself, or on the Product
packaging or promotion, or on websites, except to identify that the Product is compatible with NewTek’s pertinent
Jan 2020 NDI® Technology License Agreement
Video Product, and in all cases where NewTek trademarks are utilized, special and clear notations shall be provided
that the marks are NewTek trademarks. Your Product is not a product of NewTek and no promotion, packaging, or
use of NewTek trademarks shall suggest sponsorship by NewTek of your Products, except where specifically
authorized by NewTek in writing. Any distribution of your Product in a fraudulent manner, or in any other manner
or method that violates any civil or criminal laws shall constitute a default under this agreement and result in
immediate revocation of any right to utilize NewTek’s marks.
g. NewTek owns or has licensed copyright rights to the SDK. To the extent any of the SDK is incorporated into your
Product, you agree to include all applicable copyright notices, along with yours, indicating NewTek’s copyright
rights as applicable and as requested by NewTek.
h. You agree that by using the SDK, or any portion or part of the NDI® Software, in your Products, that you shall not
at any time during the term create, use or distribute Products utilizing the NDI® SDK that are not interoperable
with, or have significantly degraded performance of functionality when working with, NewTek Products or Third
Party Video Products that are created with or utilize in whole or in part the SDK. Your Products and Third Party
Products must maintain current and complete NDI® compatability at all times.
i. You agree to not to reverse engineer, disassemble or recompile the SDK or any part thereof, or any protocols used
in the SDK, or attempt to do so.
j. You agree not to use the SDK, or cause the SDK to be used, for any purpose that it was not designed for, and in
particular, you agree not to use the SDK for any purpose but for the precise purposes as expressly identified to
NewTek in writing that is the basis of the SDK and this license, and you agree you will not attempt to violate any of
the foregoing, or encourage third parties to do so.
4. Software Defect Reporting
If you find software defects in the SDK, you agree to make reasonable effort to report them to NewTek in accordance
with the SDK documentation or in such other manner as NewTek directs in writing. NewTek will evaluate and, at its sole
discretion, may address them in a future revision of the SDK. NewTek does not warrant the SDK to be free of defects.
5. Updates
You understand and agree that NewTek may amend, modify, change, and/or cease distribution or production of the SDK
at any time. You understand that you are not entitled to receive any upgrades, updates, or future versions of the SDK
under this License. NewTek does not warrant or represent that its future updates and revisions will be compatible with
your Product, and NewTek does not warrant that its updates and/or revisions will allow your Product to be compatible
with or without modifications to your Product.
6. Ownership
Nothing herein is intended to convey to you any patent, trademark, copyright, trade secret or other Intellectual Property
owned by NewTek or its Licensors in the SDK or in any NewTek software, hardware, products, trade names, or
trademarks. NewTek and its suppliers or licensors shall retain all right, title, and interest to the foregoing Intellectual
Property and to the SDK. All rights not expressly granted herein are reserved by NewTek.
7. Indemnity and Limitations
You agree to indemnify and hold NewTek harmless from any third party claim, loss, or damage (including attorney's fees)
related to your use, sale or distribution of the SDK. THE SDK IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN "AS
IS" BASIS AND "WITH ALL FAULTS", WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM
NEWTEK. YOU ASSUME ALL RISKS THAT THE SDK IS SUITABLE OR ACCURATE FOR YOUR NEEDS AND YOUR USE OF
THE SDK IS AT YOUR OWN DISCRETION AND RISK. NEWTEK AND ITS LICENSORS DISCLAIM ALL EXPRESS AND IMPLIED
WARRANTIES FOR THE SDK INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
8. Limitation of Damages
NEITHER NEWTEK NOR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE
LIKE), ARISING OUT OF THIS LICENSE WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
Jan 2020 NDI® Technology License Agreement
STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF NEWTEK OR ITS REPRESENTATIVES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis
of the bargain between NewTek and you. You agree that NewTek would not be able to provide the Software on an
economic basis without such limitations. IN NO EVENT WILL NEWTEK BE LIABLE FOR ANY AMOUNT GREATER THAN
WHAT YOU ACTUALLY PAID FOR THE SDK.
9. US Government - Restricted Rights
The SDK and accompanying materials are provided with Restricted Rights. Use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in this License and as provided in Federal Regulations, as applicable.
(Manufacturer: NewTek, Inc., 5131 Beckwith Blvd., San Antonio, TX 78249).
10. Termination
Either party may terminate this License upon thirty (30) days written notice. Either party may also terminate if the other
party materially defaults in the performance of any provision of this License, the non-defaulting party gives written notice
to the other party of such default, and the defaulting party fails to cure such default within ten (10) days after receipt of
such notice. Upon the termination of this License, the rights and licenses granted to you by NewTek pursuant to this
License will automatically cease. Nothing herein shall prevent either party from pursuing any injunctive relief at any time
if necessary, or seeking any other remedies available in equity. Each party reserves the right to pursue all legal and
equitable remedies available. Upon termination, all SDK materials shall be promptly returned to NewTek, and any and all
copies stored in electronic or other format shall be deleted and destroyed, and any rights to use NewTek’s trademarks
are revoked. If this License is terminated for any reason, the provisions of Sections 1, 3, 6, 7, 8, 9, 10, and 11 shall survive
such termination.
11. General
Notices given hereunder may be sent to either party at the address below by either overnight mail or by email and are
deemed effective when sent. This License shall be governed by the laws of the State of Texas, without regard to its choice
of law rules and you agree to exclusive jurisdiction therein. This License contains the complete agreement between you
and NewTek with respect to the subject matter (SDK) of this License, and supersedes all prior or contemporaneous
agreements or understandings, whether oral or written. It does not replace any licenses accompanying NewTek
Products. You may not assign this SDK License.
=========OFF WORLD EULA=========
End User Licence Agreement
Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.
Important notice to all users: by downloading and/or using this software you acknowledge that you have read this EULA, understand it and agree to be bound by its terms and conditions. If you do not agree to the terms of this EULA do not download, install, copy or use the software.
By agreeing to be bound by this EULA, you further agree that any person who accesses the Software through your download will comply with the provision of this EULA.
Definitions
In this EULA, except to the extent expressly provided otherwise:
“Account” means an account at https://account.offworld.live created by the User, having a unique name and password, through which User has access to Software in accordance with the EULA.
"Charges" means those amounts that the parties have agreed shall be payable by the User to the Licensor in respect of this EULA;
“Commercial License” means a license to use Software for Commercial Purposes.
“Commercial Purposes” means lawful activities carried out, whether directly or indirectly, with the purpose of obtaining economic benefit, including profit in cash or in kind, and is directed towards exchange for economic use or benefit, or any other form of economic use or benefit either immediately or at some point in the future.
“Distribute” means to provide or otherwise make the Software (or any component thereof) available, or to make its functionality available on a network.
"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;
"Effective Date" means the date upon which the User downloads and/ or installs the Software or gives their express consent to this EULA, following the issue of this EULA by the Licensor;
"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensor" or “We” means Off World Live Limited, a company incorporated in England and Wales (registration number 12140706) having its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
"Maintenance Services" means the application to the Software of Updates and Upgrades;
“Non-Commercial License” means a license to use Software for Non-Commercial Purposes.
“Non-Commercial Purposes” means lawful activities not intended for, or directed towards, commercial advantage or monetary compensation by an individual or organisation for which no exchange of commercial advantage or monetary compensation occurs between any transacting parties. For the avoidance of doubt, a Commercial Person, Organisation or Entity can never use our software for Non-Commercial Purposes.
“Product” means any product developed that incorporates the Software in any way.
"Personal Data" means any information relating to an identified or identifiable natural person.
“Packaged Project” means an executable exported from the Unreal Editor into an application file.
"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;
"Software" means any generally available Version of the Off World Live software product, including but not limited to, one or more of the following: source code, object code, dynamic link libraries, statically, linked libraries, or unoptimized (debug) libraries, executables, header files, sample programs, utility programs, makefiles, project files and scripts software plugins, irrespective of whether any such software (i) may or may not be covered by a License or (ii) is or is not provided perpetually and/or royalty-free. For the avoidance of doubt, Software is not produced to the specifications of the User nor customized through modification or personalization, and is intended for mass distribution.
"Software Specification" means the specification for the Software set out in the Documentation;
"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
"Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;
"Term" means the term of this EULA, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Update" means a hotfix, patch or minor version update to the Software;
"Upgrade" means a major version upgrade of the Software;
"User" or “You” means the person to whom the Licensor grants a right to use the Software under this EULA and any other person that accesses the software through their download; and
"User Indemnity Event" has the meaning given to it in Clause 13.1.b
“Version” means a release, update, or upgrade of the Software.
Term
This EULA shall come into force upon the Effective Date.
This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 13 or any other provision of this EULA.
Licence
Subject to the limitations and prohibitions set out and referred to in this Clause 3, the Licensor hereby grants to the User from the Effective Date until the end of the Term:
A worldwide, non-exclusive, non-transferable Non-Commercial License to:
Install and use the Software for their own Non-Commercial Purposes,
Package the Software into a Packaged Project to be used for their own Non-Commercial Purposes.
In order to install and use the Software for Commercial Purposes the User must purchase a Commercial License:
The User is expressly forbidden to use the Software for Commercial Purposes without a Commercial License.
The terms of the Commercial License are defined by contract at the point of purchase (for more details see the pricing page).
The User is authorized to use the Software in machine readable, object code form only, unless agreed otherwise by separate contract.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to the User, irrespective of the use of terms such as “purchase” or “sale”. Off World Live Limited has and retains all right, title and interest, including all intellectual property rights, in and to the Products any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Off World Live Limited, including without limitation as they may incorporate Feedback (as defined below).
Only to the extent that is proportionate to, and reasonably necessary to support the User’s licensed use of the Software in accordance with this EULA, the User may (provided valid license/s or activation key/s have been obtained) install the Software on more than one computer, provided always that the User’s concurrent use of different installations of the Software does not exceed the number of valid licenses paid for or licensed (as applicable).
The User may not sub-license and must not purport to sub-license any rights granted under Clauses 3.1 or 3.2.
Save to the extent expressly permitted by this EULA, by separate contract, or as required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:
the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
the User must not alter, edit, adapt or create derivative works of the Software;
the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer the Software;
the User must not implement or use any method or mechanism designed to enable product functionality not available in the Software;
the User must under no circumstances provide access to their Account to any third party;
If permitted by your Commercial License, you may Distribute the Software an inseparable part of a Packaged Project or Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Software.
Any distribution of Packaged Projects that include the Software, shall be under the terms of this EULA that:
prohibit any modifications to the Software or any part thereof;
prohibit any reverse engineering, disassembly or recompilation of the the Software or any part thereof, or any protocols used in the Software, and further prohibit any attempt to do so;
prohibit any implementation or use of any method or mechanism designed to enable product functionality not available in the Software;
disclaim any and all warranties on behalf of Off World Live and each of its licensors;
disclaim, to the extent permitted by applicable law, liability of Off World Live and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Packaged Projects; and
include the appropriate copyright notice showing Off World Live as copyright owner of the Software.
The User agrees not to use the Software for any unlawful purpose or in any way to cause injury, harm or damage to Off World Live, or its Products, trademarks, reputation and/or goodwill.
The User agrees not to use information provided pursuant to the Software, to interfere with Off World Live in the commercialization of Off World Live Products.
The User acknowledges that information provided to Off World Live to induce Off World Live to grant a Commercial, Non-Commercial License to the User is true.
Off World Live makes the Software available for Users under these specific conditions herein. If any, or all, of the terms of this EULA are not enforceable within your legal jurisdiction in any way, or if any clause is voided or modified in any way, then you may not enter into this agreement, any permission granted herein is revoked and withdrawn as of the date you first downloaded and/or used the Software, and you are then unauthorized to use the Software in any way.
No employment, joint venture, partnership, or other business venture is created by the Commercial, Non-Commercial or Royalty-Free Licenses.
Personal Data
In connection with your use of the Software, Off World Live will process Personal Data of you, the User and the Product Holder (if appropriate), in particular, Your contact and identification details, data about usage of our software and services, and information about your license and payments, for the following purposes:
To provide you with software, services or information;
To protect us from piracy and unlawful use of our software or services;
To improve our offerings based on usage;
For our internal records and to protect our rights and interests and those of other users;
To promote and market our software and services; and
To fulfil legal duties stipulated by accounting, taxation, and other laws.
You may object to the processing of your Personal Data for the purposes of 4.1.2 through 4.1.5 at any time. More detailed information about Personal Data processing for the above mentioned purposes and about your rights can be found in the Privacy Policy.
For the above purposes, Off World Live may collect, among other things, your IP address, Off World Live Account username and password, first name, last name, email address, and subscription information.
On installation and execution, the Software may send Off World Live certain information, which will not contain any Personal Data, including Software Version, information about the operating system and environment where the Software is installed, and components of the Software that are in use. A unique ID, which does not contain any Personal Data, is also used to distinguish instances. The Software can also check for available updates. In addition, it can check for subscription validation, by either using the subscription key or your Off World Live Account details. The Software can also use subscription information to inform you of the availability of applicable updates. You may opt out of sending this data by changing your Off World Live Account settings on the Off World Live website.
Off World Live is not responsible for any processing of Personal Data accidentally sent to Off World Live by the User.
You shall keep your Personal Data up-to-date and if any inconsistencies arise report such inconsistencies to Off World Live.
Marketing Rights
Unless explicitly agreed otherwise via a separate license or contract, Users grant Off World Live Limited the right to use their brand of their company (provided that it is not Personal Data) in its marketing materials by publicising that they are a user of Off World Live Software on its website or in other marketing materials released to the public.
Access to the Software
Users may use the Software in accordance with its documentation. Users are solely responsible for the accuracy and completeness of any information provided via and any action taken through their Account.
You may use your Account credentials in the Software so that we can verify your rights to use it.
Alternatively, you may use an offline activation code that you can download in your Account. If you use this option, it is your responsibility to download a new activation code and apply it every time you make changes to your licensed machines or purchase a new license.
You acknowledge that the Software may periodically connect to Off World Live servers to update your Account information, including, but not limited to, changes to your Account credentials, login IP information and the number of licensed machines.
All deliveries under this Agreement will be electronic. you must have an Internet connection in order to access your Account and to receive any deliveries. For the avoidance of doubt, You are responsible for the Software download and installation.
NDI
As per the terms of the NDI SDK, you are:
prohibited from making any modifications to the SDK or any part thereof.
prohibited from any reverse engineering, disassembly or recompilation of the SDK or any part thereof, or any protocols used in the SDK, and any attempt to do so.
required to comply with the terms of the NewTek SDK license, including that any Third Party Products you create have current and complete NDI® compatibility, and you are required to include in your End User License Agreement the terms of paragraph 3d of NewTek’s NDI® Software Development Kit (SDK) License Agreement.
NDI is provided “as is,” with all faults, and NewTek makes no express or implied representations or warranties, of any kind related to this NDI or the materials contained in the NDI SDK.
To the extent permitted by applicable law, NewTek and/or its licensors bear no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product or Bundled Products.
NewTek, Inc. is the copyright owner of NDI.
Source Code
Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
Notwithstanding “Software” is defined as an object code version and that clause 3 provides that Licensee may only use the Software in object code form only:
If Off World Live has agreed to license to the User (including by way of providing upgrades, updates or enhancements/customization) source code or elements of the source code of the Software, the intellectual property rights in which belong either to Off World Live or to a Third Party Licensor (“Source Code”), the User shall be licensed to use the Source Code as Software on the terms of this EULA and:
the User may use the Source Code at its own risk in any reasonable way for the limited purpose of enhancing its use of the Software solely for its own internal business purposes and in all respects in accordance with this EULA;
the User shall in respect of the Source Code comply strictly with all other restrictions applying to its use of the Software under this EULA as well as any other restriction or instruction that is communicated to it by Off World Live at any time during the Agreement (whether imposed or requested by Off World Live or by any Third Party Licensor);
To the extent that the Software links to any open source software libraries (“OSS Libraries”) that are provided to Licensee with the Software, nothing in the Agreement shall affect Licensee’s rights under the licenses on which the relevant Third Party Licensor has licensed the OSS Libraries. To the extent that Third Party Licensors have licensed OSS Libraries on the terms of v2.1 of the Lesser General Public License issued by the Free Software Foundation (see http://www.gnu.org/licenses/lgpl-2.1.html) (the “LGPL”), those OSS Libraries are licensed to Licensee on the terms of the LGPL and are referred to in this clause 4.2 as the LGPL Libraries.
Notwithstanding any other term of the Agreement, Off World Live gives no express or implied warranty, undertaking or indemnity whatsoever in respect of the Source Code, the OSS Libraries (including the LGPL Libraries), the LGPL Source or the Object, all of which are licensed on an “as is” basis, or in respect of any modification of the Source Code, the OSS Libraries (including the LGPL Libraries) or the LGPL Source made by Licensee (“Modification”). Licensee may not use the Object for any purpose other than its use of the Software in accordance with this EULA. Notwithstanding any other term of the Agreement, Off World Live shall have no obligation to provide support, maintenance, upgrades or updates of or in respect of any of the Source Code, the OSS Libraries (including the LGPL Libraries), the LGPL Source, the Object or any Modification. Licensee shall indemnify Off World Live against all liabilities and expenses (including reasonable legal costs) incurred by Off World Live in relation to any claim asserting that any Modification infringes the intellectual property rights of any third party.
Commercial License Fee
The User acknowledges that the rights granted under a Commercial License are conditional on the timely payment of the fee due for the Commercial License (the “License Fee”). Unless agreed by separate contract, the License Fee shall be payable in full as one single payment. The User will be charged and agrees to pay to Off World Live the License Fee at the time of the initial purchase of the Commercial License together with any/all applicable taxes or other duties or levies.
Commercial License Access to Updates
Unless otherwise agreed by contract, the Commercial License provides the User with perpetual access to any Version of the Software (including Updates and/ or Upgrades) released in the twelve (12) months from their exact date of purchase. Following this twelve (12) month period, the User will revert to a Non Commercial License for any Upgrades or Updates.
Maintenance Services
The Licensor has the right to stop and/or make a good faith decision to stop providing maintenance services in relation to the Software at any time.
The Licensor is under no obligation to provide any Updates or Upgrades or new Versions of the Software.
Support Services
The Licensor is under no obligation to provide Support Services to the User.
User Feedback and Submissions
The User has no obligation to provide us with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
Additionally, if, at our request, you send certain specific Submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'Submissions'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. We are and shall be under no obligation:
to maintain any Submissions in confidence;
to pay compensation for any Submissions; or
to respond to any Submissions.
You agree that your Submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Submissions will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Software or our Services. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Submissions. You are solely responsible for any Submissions you make and their accuracy. We take no responsibility and assume no liability for any Submissions posted by you or any third-party.
Third-Party Software
The Software includes code and libraries licensed to Us by third parties, including open source software ("Third-Party Software"). A list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.
Off World Live provides no warranty, express or implied, with respect to any third-party software, and expressly disclaims any warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement.
No assignment of Intellectual Property Rights
Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
Warranties
The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.
Acknowledgements and warranty limitations
The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.
Indemnities
The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA] (a "User Indemnity Event").
The Licensor must:
upon becoming aware of an actual or potential User Indemnity Event, notify the User;
provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;
allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and
not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User.
The indemnity protection set out in this Clause 13 shall not be subject to the limitations and exclusions of liability set out in this EULA.
Limitations and exclusions of liability
Nothing in this EULA will:
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law, and;
if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this EULA:
are subject to Clause 14.1; and
govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.
The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.
The Licensor will not be liable to the User in respect of any loss of revenue or income.
The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.
The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.
The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.
Termination
We may terminate or suspend the access of any User of a Non-Commercial License immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of this EULA or our website.
All provisions of the EULA and Terms of our website, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Either party may terminate this EULA immediately by giving written notice of termination to the other party if the other party commits any breach of this EULA.
Subject to applicable law, either party may terminate this EULA immediately by giving written notice of termination to the other party if:
the other party:
is dissolved;
ceases to conduct all (or substantially all) of its business;
is or becomes unable to pay its debts as they fall due;
is or becomes insolvent or is declared insolvent; or
convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or
if that other party is an individual:
that other party dies;
as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
that other party is the subject of a bankruptcy petition or order.
Effects of termination
Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 10, 13, 14, 16, 17 and 18].
Except to the extent expressly provided otherwise in this EULA, the termination of this EULA shall not affect the accrued rights of either party.
For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.
Within 10 Business Days following the termination of this EULA, the User must:
return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and
irrevocably delete from all computer systems in its possession or control all copies of the Software.
General
No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
This EULA may not be varied except by a written document signed by or on behalf of each of the parties.
The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any third party. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.
This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
Subject to Clause 14.1, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
This EULA shall be governed by and construed in accordance with English law.
The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
Interpretation
In this EULA, a reference to a statute or statutory provision includes a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of this EULA.
References in this EULA to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.