DIVX, LLC. (“Licensor”) BUSINESS LICENSE
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) BEFORE USING THIS SOFTWARE, THE USE OF WHICH IS LICENSED BY LICENSOR TO YOU, ITS CUSTOMER, FOR YOUR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT USE THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”. THERE ARE NO WARRANTIES UNDER THIS AGREEMENT, AND LICENSOR DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
ASSENT: By clicking “I Agree” below, or by opening the file package containing the Software, you agree that this Agreement is a legally binding and valid contract, agree to abide by all of the terms and conditions of this Agreement, and further agree to take all necessary steps to ensure that the terms and conditions of this Agreement are not violated by any person or entity under your control or in your service.
GRANT OF LICENSE: Licensor grants to you this personal, limited, non-exclusive, non-transferable, non-assignable license solely to use the purchased number of copies of the Software, each as installed on a single computer for use by a single concurrent user only, and solely provided that you adhere to all of the terms and conditions of this Agreement. “Software” means DivX computer software together with any related documentation (including design, systems and user) and other materials for use in connection with such computer software distributed pursuant to this Agreement. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Software or any Intellectual Property Rights (as defined below) of Licensor.
(a) You are expressly prohibited from, modifying, merging, selling, leasing, assigning, or transferring in any matter, the Software or any portion thereof.
(b) This Agreement pertains to each copy of the Software purchased by you at this time, and you may copy, install, and have installed simultaneously only the number of instances of the Software to which you are entitled pursuant to your license agreement with Licensor or an authorized reseller.
(c) You are expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the Software as such Software contains proprietary material of Licensor. You may not otherwise modify, alter, adapt, port, or merge the Software.
(d) You may not remove, alter, deface, overprint or otherwise obscure Licensor patent, trademark, service mark or copyright notices.
(e) Video files encoded or decoded using the Software may not be used, distributed, or sold in association with any form of digital rights management technology not supplied by Licensor.
(f) You may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to the Software, including but not limited to the object code, documentation, help files, examples, and benchmarks.
(h) Licensor reserves the right but is under no obligation to include your name and logo in Licensor publicity and marketing materials relating to the Software.
(i) You may only distribute the Software and the content you create using the Software for free and may not charge for any such distribution;
(j) You shall have no right to appoint any other person, firm or entity as reseller, distributor or agent for the Software, and shall not describe yourself as an agent or representative of Licensor except as expressly authorized herein;
(k) You shall not use, distribute or sell the Software for the purpose of broadcasting or streaming of content without the prior written permission of Licensor (for the avoidance of doubt, embedding previously recorded video content into a website for playback in the DivX Web Player shall not be considered streaming, nor broadcast for the purposes of this restriction);
COMPLIANCE WITH LAWS: You agree that in obtaining, installing, distributing, running, or otherwise making use of the Software, you will abide by all applicable laws, including without limitation intellectual property laws and export control laws.
OWNERSHIP OF SOFTWARE: The Licensor and/or its affiliates or subsidiaries own all rights that may exist from time to time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the “Intellectual Property Rights”), in the Software. ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE ARE AND SHALL REMAIN IN LICENSOR.
NO COMMERCIAL USE: This Agreement grants you the right to use the Software for internal business use only. Sale, resale or direct monetization of the Software or of the work products resulting from its use is not permitted under this Agreement and requires a separate agreement between you and Licensor.
NO TRANSCODING: You are prohibited from using the Software with software or hardware products whose purpose is to “transcode” or convert DivX video or DivX Media Format content into an alternate format.
TERM: This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Software and destroying all copies of the Software. Upon any termination, you agree to uninstall the Software and return or destroy all copies of the Software, any accompanying documentation, and all other associated materials.
GOVERNING LAW: This Agreement shall be governed by the laws of the State of California and by the laws of the United States, excluding their conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License.
WARRANTIES AND DISCLAIMER:
EXCEPT TO THE EXTENT PROHIBITED AS A MATTER OF APPLICABLE LAW, OR AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN LICENSOR AND YOU, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE SOFTWARE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, AND/OR (vi) YOU MAY USE, PRACTICE, EXECUTE, OR ACCESS THE SOFTWARE WITHOUT VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR MAY ONLY APPLY TO YOU IN PART. IF CALIFORNIA LAW IS NOT HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR WARRANTY IS: (1) HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM THE DATE OF OPENING THE PACKAGE CONTAINING THE SOFTWARE OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR’S SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE SOFTWARE.
IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SEVERABILITY: In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.
ENTIRE Agreement: This Agreement sets forth the entire understanding and agreement between you and Licensor, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties.
4350 La Jolla Village Drive, Suite 950
San Diego, CA 92122
July 31, 2018