END USER LICENSE AGREEMENT

 

 

STREAMWEAVER LITE and accompanying documentation is licensed and not sold to you by Liminal Entertainment Technologies LLC (“Liminal,” “we,” “us” or “our”). The Licensee's ("you" or "your") license to download, use, copy, and/or modify StreamWeaver Lite is subject to all of the terms and conditions of this End User License Agreement (this "Agreement").

 

1.         Definitions

 

“Content” means any data sent or transmitted, displayed or uploaded by you in using, or by others permitted by you to use, the Software Product.

 

"Documentation" means the generally available specifications and any documentation provided with the Software Product.

 

"Enterprise Edition" means a full functionality perpetual version of the Software Product which is made available to you by a License Key provided after payment of applicable fees.

 

"Instances" refers to the number of computers or other devices on which the Software Product will work at the same time based on the amount of fees paid.

 

"License Key" means an electronic code provided by Liminal that permits use of the Enterprise Edition license of the Software Product for a maximum number of Instances based on the amount of fees paid.

 

"License Term" means the period during which the Software Product may be used by you, which (a) in the case of an Enterprise Edition license, is in perpetuity, and (b) in the case of a Trial Edition license, is for the limited period of time specified by Liminal on the Site at the time of download (but in no event more than thirty (30) minutes).

 

"Privacy Policy" means the privacy policy found on our Site at www.liminalet.com/privacy.

 

"Site" means Liminal’s website at http://www.liminalet.com.

 

"Software Product" means either the Trial Edition or the Enterprise Edition of StreamWeaver Lite including all associated applications, plug-ins and adapters that are provided and enabled, and any bug fixes, patches and maintenance releases provided by us. The Software Product specifically excludes (a) if the Enterprise Edition, any features that are not enabled by your License Key, (b) any Third Party Software, and (c) any other current or future editions or any separately priced Liminal products containing substantially new functionality and features that may be developed or offered from time to time.

 

"Terms of Service" means the terms of service found on our Site at www.liminalet.com/terms-of-service.

 

"Third Party Software" means any separate third-party software which may be distributed or bundled with the Software Product.

 

"Third Party Vendor" means a third party authorized by Liminal to sell its products and services.

 

"Trial Edition" means a full functionality time-limited version of the Software Product designated as such and which is made available to you on the Site by us without charge.

 

2.         Acceptance

 

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU INSTALL, USE OR COPY THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.

 

3.         License Grant

 

Liminal hereby grants you a non-exclusive, non-sublicensable, non-transferable, world-wide license to use the Software Product (in object code format) during the License Term, subject to the terms and conditions of this Agreement and the Documentation. 

 

4.         Trial Edition; Enterprise Edition

 

Trial Edition licenses may be downloaded on our Site for free but may ONLY be used for the sole purpose of evaluating the suitability of the Software Product for licensing of the Enterprise Edition.  To license the Enterprise Edition, you must pay the applicable fees through our Site or the website of one of our Third Party Vendors. You may deploy and run the Enterprise Edition only for that number of Instances for which you have paid the applicable fees. Any attempt to bypass, modify, or otherwise circumvent the activation system in order to force the authorization of more Instances than were purchased is strictly prohibited.

 

5.         License Keys

 

Enterprise Editions of the Software Product must be activated with a License Key that is provided to you after you have completed your purchase of a license to use the Enterprise Edition.   Trial Editions of the Software Product do not require a License Key to be activated. 

 

6.         Third Party Vendors

 

You may purchase a license to use the Enterprise Edition either through our website or through one of our Third Party Vendors. If you purchase the license from a Third Party Vendor, the applicable terms and conditions of this Agreement, along with the applicable terms and conditions agreed to by you and such Third Party Vendor, will govern such purchase. To the extent any such Third Party Vendor terms and conditions conflict with the terms and conditions of this Agreement, as between you and Liminal, the terms and conditions of this Agreement shall control.

 

7.         Fees

 

By purchasing a license to use the Enterprise Edition, you agree to pay the applicable license fees in accordance with the payment terms communicated to you at the time of your purchase either by us or, if applicable, by one of our Third Party Vendors. All such fees are quoted and payable in United States currency. Except as otherwise provided in this Agreement, all such fees are non-refundable.  In addition to such fees, Customer shall pay all applicable sales and use taxes or duties. 

 

8.         License Term

 

Notwithstanding the License Term, Liminal may terminate this Agreement (which includes your license to use any edition of the Software Product) immediately and without notice if you fail to comply with any term of this Agreement (and retain any fees previously paid by you).  Upon any expiration or termination of this Agreement, you agree to delete all copies of the Software Product that you purchased and you will be required to obtain a new copy of the Software Product and sign a new license agreement (provided we agree to the license) in order to continue using the Software Product.  All terms of this Agreement whose survival is implied shall survive any expiration or early termination of this Agreement.

 

9.         Restrictions on Alteration

 

You may not modify the Software Product or create any derivative work of the Software Product or the Documentation. Derivative works include, but are not limited to, translations. You may not alter any files or libraries in any portion of the Software Product. Notwithstanding the foregoing, any derivative works of the Software Product you may make shall be the sole and exclusive property of Liminal.

   

10.       Restrictions on Transfer

 

Without obtaining the prior written consent of Liminal, you may not assign any of your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer any of your rights to the Software Product.  The foregoing notwithstanding, you may allow employees, contractors or business partners with whom you are collaborating on a common production to use the Software Product up to the number of Instances permitted by its License Key provided they abide by all terms of this Agreement.  You may not allow any other third parties to use the Software Product in any way, including, without limitation, any of the Instances permitted by its License Key.

 

11.       Responsibility for End Users

 

You are responsible for the activities of all end users who access or use any Software Product purchased by you, and you agree to ensure that any such end user will comply with the terms of this Agreement and any Liminal policies. Liminal assumes no responsibility or liability for violations by you or your end users. If you become aware of any violation of this Agreement in connection with use of the Software Product by any person, please contact Liminal at legal@liminalet.com. Liminal may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings or de-activating your License Keys. Under no circumstances will Liminal be liable in any way for any data or other content viewed while using the Software Product, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

   

12.       Restrictions on Use  

 

You are solely responsible for your use and your end users’ use of the Software Product and shall abide by, and ensure compliance with, all laws in connection with your use and each end user’s use of the Software Product, including but not limited to laws related to recording, intellectual property, privacy and export control.  More specifically, you may not (and may not allow any third party to): (a) reverse engineer, disassemble, decompile, or otherwise attempt to discover any source code or underlying algorithms of the Software Product, (b) use the Software Product to help develop any competitive product or service, (c) use the Software Product to engage in activity that is fraudulent, false, or misleading, (d) use the Software Product to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, or is otherwise unlawful, (e) upload or transmit any Content, software or code that does or is intended to harm, disable, destroy or adversely affect performance of the Software Product in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Liminal or other users of the Software Product, (f) remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Software Product, and (g) use the Software Product in violation of any laws, regulations, or third party rights.  In addition, you agree to comply with all terms of our Terms of Service and Privacy Policy.

 

13.       Restrictions on Content

 

You agree that you are solely responsible for the Content and for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Liminal be liable in any way for any (a) Content that is transmitted or viewed while using the Software Product, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. In addition, you agree to comply with all terms of our Terms of Service and Privacy Policy.

 

14.       Product Descriptions; Errors

 

Liminal attempts to be as accurate as possible and eliminate errors in the Software Product and the Documentation. However, Liminal does not warrant that the Software Product and the Documentation are accurate, complete, reliable, stable, defect free, current, or error-free. In the event of an error, Liminal reserves the right to correct such error at any time.

 

15.       No Maintenance and Support

 

While the license granted to you under this Agreement permits your installation and use of the Software Product in accordance with the terms of this Agreement, it does not obligate Liminal to provide you any maintenance or support services with respect to the Software Product.  Similarly, Liminal disclaims any obligation to provide updates or any other modifications to the Software Product.

 

16.       Ownership

 

Liminal retains all right, title, and interest in and to the Software Product, the Documentation, the License Keys and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. Except for the limited license expressly granted herein, this Agreement does not grant you any rights to intellectual property rights in or to the Software Product, the Documentation or the License Keys.  You retain copyright and any other rights you already hold in Content which you use in connection with the Software Product. 

 

17.       Feedback

 

Notwithstanding any provision to the contrary herein, you grant Liminal a perpetual, irrevocable, royalty free, paid-up, transferrable, sublicensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback (as defined below) for any purposes. Liminal agrees that (a) you do not have to provide Feedback, and (b) all Feedback is provided “AS IS.” “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to Liminal related to the Software Product or the Documentation.

 

18.       Limited Warranty

 

Except as to any Trial Edition license, Liminal warrants to you that, for a period of thirty (30) days after your purchase of the Software Product, the unmodified portions of the Software Product shall conform substantially to the then current Documentation. AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Any updates to the Software Product, including without limitation, those provided after the expiration of such 30-day period are not covered by any warranty or condition, express, implied or statutory.  If the Software Product fails to conform to the limited warranty above, you must notify us within a reasonable time and in no event more than ten (10) days after the discovery of the nonconformity. We will investigate and, in the event of a breach of the warranty, provide within a reasonable time and at our sole option one of the following: (a) use commercially reasonable efforts to correct any reproducible error constituting a breach of the warranty at no additional charge, (b) replace any nonconforming Software Product with a substitute conforming Software Product; or (c) terminate this Agreement and refund to you the unamortized portion of the applicable fees paid by you (as amortized over the three year period following your purchase of the Software Product). THE REMEDY SELECTED BY LIMINAL IN ACCORDANCE WITH THIS PARAGRAPH SHALL BE YOUR EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY.

 

OTHER THAN THE LIMITED WARRANTY PROVIDED HEREINABOVE, THE SOFTWARE PRODUCT IS PROVIDED "AS IS,” AND LIMINAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.  In addition, Liminal makes no warranty that the Software Product will meet your requirements, operate under your specific conditions of use or be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS.  TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS LIMINAL'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

 

19.       Indemnification

 

You agree to defend, indemnify and hold Liminal, its officers, employees, agents and representatives harmless from any and all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or use of the Software Product.

 

20.       Limitation of Liability

 

UNDER NO CIRCUMSTANCES SHALL LIMINAL, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES, PROFITS OR BUSINESS FROM LOST TICKET SALES OR BAD REVIEWS OF PRODUCTIONS MADE USING THE SOFTWARE PRODUCT) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF LIMINAL OR ANY OTHER PARTY, EVEN IF LIMINAL IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL LIMINAL’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO LIMINAL PURSUANT TO THIS AGREEMENT OR $500, WHICHEVER IS GREATER.  ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENTS GIVING RISE TO THE CLAIM.

 

21.       Export/Import Restrictions

 

The Software Product and related technology are subject to U.S. export control laws (including, but not limited to, the Export Administration Regulations and sanctions regulations of the U.S. Department of Treasury, Office of Foreign Asset Controls) and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Software Product and related technology, as may be required.

 

22.       Entire Agreement; Modifications; Waiver

 

This Agreement constitutes the entire and only agreement between the parties for the Software Product and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.

 

23.       Governing Law; Arbitration; Costs

 

This Agreement is governed by the laws of Delaware, without regard to its conflict or choice of law provisions.  All disputes regarding this Agreement or our relationship shall be submitted to and settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or any successor association.  Unless otherwise prohibited by applicable state law, the place of arbitration shall be selected by us.  In the event of any arbitration (or legal proceeding otherwise) arising out of or relating to this Agreement, the arbitrator or court in such proceeding shall award the prevailing party’s reasonable and actually incurred attorneys’ fees and costs in such action or proceeding, including the costs of enforcement of any judgment.

 

24.       Assignability

 

Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment shall be void and without effect.

 

25.       Severability

 

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

 

 

If you have any questions about this Agreement or the Software Product, or if you want to contact Liminal for any reason, please email info@liminalet.com.

 

[Liminal EULA Version 2.0; last updated: January 29, 2021]