PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. videoNEXT WILL LICENSE USE OF THE SOFTWARE TO THE PURCHASER, WHETHER AN INDIVIDUAL OR AN ORGANIZATION, ("CUSTOMER"), ONLY IF CUSTOMER FIRST ACCEPTS THE TERMS OF THIS AGREEMENT. NO ONE OTHER THAN CUSTOMER MAY USE THIS SOFTWARE. IF CUSTOMER HAS NOT OBTAINED A PRINTED AND UNIQUE LICENSE NUMBER FROM videoNEXT, CUSTOMER IS NOT AUTHORIZED TO USE THE SOFTWARE OR TO PROCEED ANY FURTHER. BY USING THE SOFTWARE CUSTOMER AGREES TO THESE TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MUST PROMPTLY RETURN THE UNUSED PROGRAM TO THE PARTY (EITHER videoNEXT OR ITS RESELLER OR DISTRIBUTOR) FROM WHOM IT WAS ACQUIRED TO RECEIVE A REFUND OF THE AMOUNT PAID LESS A RESTOCKING FEE.
For the purposes of this End User License Agreement ("EULA"), "Software" shall refer to the original software and all whole or partial copies of it, including machine-readable instructions, its components, data, audio-visual content (such as images, text, recordings, or pictures), and related licensed materials, whether developed or owned by videoNEXT or its suppliers and licensors (collectively, for the purposes of this EULA, "videoNEXT").
The Software is owned by videoNEXT and is copyrighted and licensed, not sold.
This EULA is the complete agreement regarding the use of this Software, and replaces any prior oral or written communications between Customer and videoNEXT with respect to the use and handling of the Software, excepting demonstration copies specifically designated as such by videoNEXT, for Reseller use only, in which case this EULA serves as an addendum to an existing reseller agreement and modifies that agreement as hereinafter defined.
CUSTOMER AGREES THAT USE OF THE SOFTWARE SERVES AS AN ACKNOWLEDGEMENT THAT CUSTOMER HAS READ THIS EULA , UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
GRANT OF LICENSE
videoNEXT hereby grants Customer a non-exclusive license to use the Software and any related documentation ("Documentation") subject to the following terms:
Customer may:
• use the Software on only the number of computers and sensors authorized by the unique license number;
• copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices.
Except to the extent that any of these restrictions are expressly prohibited by law, Customer may not:
• use, copy, modify, or distribute the Software except as provided in this EULA ;
• use the Software in any manner not intended by videoNEXT or authorized by this EULA ;
• permit other individuals or organizations to use the Software except under the terms listed in this EULA ;
• attempt to access the underlying operating system or otherwise control the hardware on which the Software is installed except as is available through existing Software interfaces, without express written permission from videoNEXT;
• modify, translate, reverse engineer, decompile, disassemble or make any attempt to discover the source code of the Software, or create derivative works based upon the Software or Documentation;
• copy the Software or Documentation;
• sublicense, rent, lease, transfer, or otherwise transfer rights to the Software or Documentation without express written permission from videoNEXT;
• remove any proprietary notices or labels on the Software or Documentation;
• use a previous version or copy of the Software after Customer has received a disk replacement set or an upgraded version (upon upgrading the Software, all copies of the prior version must be destroyed); or
• use a later version of the Software than is provided herewith unless Customer is authorized for such an upgrade under the terms of the original purchase, or Customer has subsequently acquired the right to use such later version, as evidenced in writing by videoNEXT.
Customer agrees to only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which Customer obtains or uses the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights, including but not limited to, those rules as advocated by the World Trade Organization.
TITLE
Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in videoNEXT and/or its suppliers. The copyright laws of the United States and international copyright treaties protect the Software and the Documentation.
COPIES OF SOFTWARE AND ENHANCEMENTS
If Customer receives multiple copies of the Software (e.g., one installed on the system, and a subsequent copy sent electronically or by mail on physical media), the second copy may be used for archival purposes only and may not be transferred to or used by any other person. This EULA does not grant Customer any right to any enhancement or update.
OPERATING REQUIREMENTS
The Software requires a modern web browser or Internet browser ("Browser"). Not all Browsers will work with the Software. Specifically, most older Browsers will not work with the Software. videoNEXT is not responsible in any way for the Browser, its usability, or even ensuring Customer has a Browser at all. Other hardware and external software requirements may also be needed. Use, installation, maintenance, and all other activities, rights, and responsibilities associated with the use of the Browser or any other components of Costumer's system are Customer's responsibility.
The customer is responsible for providing suitable computers, sensors, network devices and storage devices.
The customer is responsible for providing proficient users and administrators.
TAXES
If any authority imposes a duty, tax, levy or fee, excluding those based on videoNEXT's net income, upon the Software supplied by videoNEXT under this EULA , then Customer agrees to pay that amount as videoNEXT specifies or supply exemption documentation.
LIMITED WARRANTY
videoNEXT warrants that, for a period of ninety (90) days from the date the unique license number for the Software is delivered to Customer, if the Software is used in the specified operating environment, and if operated as directed, it will conform to its specifications, as defined in the Documentation, or in some other mutually agreed upon statement of work, executed in writing by videoNEXT and Customer. Delivery date shall be deemed to be the date the software license key is downloaded from the videoNEXT license server, and by installing this license, you are acknowledging acceptance of delivery and of the installed Software. Any maintenance or support agreement period begins on this date. videoNEXT does not warrant uninterrupted or error-free operation of the Software or that it will correct all Software defects. Customer is responsible for the results obtained from the use of the Software. videoNEXT also warrants that the media containing the Software, if provided by videoNEXT or a licensed partner, reseller, or distributor, is free from defects in material and workmanship and will so remain for ninety (90) days from the date the Software is delivered to you.
LIMITED WARRANTY EXCLUSIONS
videoNEXT will not be liable for any defects arising out of any abuse, misuse, modification, or attempted modification of the Software. This limited warranty provided by videoNEXT does not cover:
• Software which has been subject to abuse, accident, alteration, modification, tampering, negligence, misuse, lack of reasonable care or serviced by any other than a service facility duly authorized in writing by videoNEXT to perform such service, or if the model or serial number has been altered, tampered with, defaced or removed;
• defects or damage resulting from improper or inadequate maintenance or neglect by customer, use of customer-supplied parts, operation outside of the environmental specifications for the products, or improper site preparation and maintenance;
• defects or damage resulting from modifications and/or integration with third party software or hardware;
• defects or damage resulting from accessing or attempting to access the system directly, using the root password to take control of the operating system on which the Software runs, or otherwise using or accessing the system other than as stated in its specifications, as defined in the Documentation, or in some other mutually agreed upon statement of work, executed in writing by videoNEXT and Customer;
• videoNEXT Software which has been modified or incorporated into other products (if modifications or integration were performed by videoNEXT, this may be covered under a separate warranty);
• any damage or problem caused or experienced by anyone other than Customer;
• initial configuration or installation of; or
• damage that occurs in shipment, due to act of God, or any cosmetic damage.
NO OTHER WARRANTIES
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO THE SOFTWARE, THE DOCUMENTATION, WRITTEN MATERIAL OR ANY OTHER ITEMS, videoNEXT, ITS SUPPLIERS, RESELLERS, DISTRIBUTORS, AGENTS, AND ASSIGNS DISCLAIM ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident abuse or improper use; or if you violate the terms of this License Agreement, this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or Software other than the unmodified version of hardware and Software with which the Software was designed to be used as described in the Documentation. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
CUSTOMER REMEDIES
videoNEXT's sole liability for a breach of this warranty shall be in videoNEXT's sole discretion: (i) to replace Customer's defective media; or (ii) to advise Customer how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) to repair the defects that are responsibility for the breach in warranty; or (iv) if the above remedies are impracticable, to refund the license fee, if any, Customer paid for the Software. videoNEXT shall have a reasonable time after determining that defective product or Software exists to repair or replace the Software. Repaired, corrected or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software or for thirty (30) days after the date videoNEXT either shipped to Customer the repaired or replaced Software or advised Customer as to how to operate the Software so as to achieve the functionality described in the Documentation, as applicable, whichever is longer. Only if Customer informs videoNEXT of the problem with the Software during the applicable warranty period and provide evidence that Customer is still within the warranty period of the Software will videoNEXT be obligated to honor this warranty.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL videoNEXT OR ITS SUPPLIERS, RESELLERS, OR DISTRIBUTORS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF videoNEXT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL videoNEXT 'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO videoNEXT FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OR ALL OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.