VideoStitch End User License Agreement v2.0.0

General Terms and Conditions

VideoStitch SAS is a legal entity incorporated under the laws of France registered to the RCS of Paris under number 529 916 215 having its registered office located at 15 place de la Nation 75011 Paris – France (“VideoStitch”). By downloading the Licensed Software, Licensee agrees to be bound by the terms of this Agreement. If the Licensee does not agree to the terms of this Agreement, Licensee should not download the Licensed Software. In addition, by downloading any Updates, Licensee agrees to be bound by any additional license terms with respect to such Updates. If Licensee does not agree to those additional license terms, Licensee may not download such Updates.

1. DEFINITIONS

“Agreement” means collectively these GTC, any Electronic Form, and any materials available on the VideoStitch website specifically incorporated by reference herein;

“Confidential Information” means, with respect to VideoStitch, all information which VideoStitch protects against unrestricted disclosure to others, including but not limited to: (a) the Licensed Software and its documentation, including without limitation the following information regarding the Licensed Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Licensed Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Licensed Software; (b) the research and development or investigations of VideoStitch; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to VideoStitch subject to an applicable confidentiality obligation to such third party). With respect to Licensee, “Confidential Information” means all information which Licensee protects against unrestricted disclosure to others and which (i) if in tangible form, Licensee clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible form (including disclosure made orally or visually), Licensee identifies as confidential at the time of disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure.
“Intellectual Property Rights” means any patents, designs, trademarks and trade names (whether registered or not), author rights and related rights, database rights and all other intellectual property rights and similar or equivalent rights in the world which currently exist or are recognized in the future and any applications, extensions and renewals in relation to any such rights.

“Licensed Software” means the computer program(s) and its/their associated documentation made available by VideoStitch in its website to Licensee under this Agreement.

“Licensee” means any individual or legal entity which is part of this Agreement in order to use the Licensed Software.

“Open Source Software” any software released under an open source software license available in the open source community as such licenses are notably listed on http://www.opensource.org.

“Electronic Form” means the electronic form evidencing the order of the selected Licensed Software specifying, among other things, the software, the applicable fees, and any other provisions as agreed between the parties.

“Updates” means a new version of the Licensed Software released by VideoStitch that may add new and different functions to, or increase the capacity of the Licensed Software, and includes revisions to documentation as a result of such upgrades but does not include additional functionality of the Licensed Software for which VideoStitch will require additional license fees.

2. LICENSE GRANT

Subject to Licensee’s compliance with all the terms and conditions of this Agreement, VideoStitch grants Licensee a non-exclusive, non-transferable, non-licensable (except as otherwise set forth in this Agreement) right to use the Licensed Software solely for Licensee’s business purposes. The term use means to activate the processing capabilities of the Licensed Software, load, execute, access, employ the Licensed Software, or display information resulting from such capabilities.

Such right is granted on a worldwide basis and, unless terminated earlier in accordance with section 4, for the duration of the license term as indicated in section 4.

Licensee is liable to determine the number of license required to use the Licensed Software.

Except as expressly authorized by applicable law, the license does not include the rights to, and thus Licensee shall not, (i) sublicense lease, loan, resell or otherwise distribute all or part of the Licensed Software, (ii) copy, publish, disclose or display to third party all or part of the Licensed Software, (iii) modify, make derivative works, translate, disassemble, decompile, reverse engineer, create or attempt to create the source code from the object code of the Licensed Software, in any manner.

Licensee is permitted to back up data in accordance with good information technology practice and for the sole purpose to create the necessary backup copies of the Licensed Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media. Licensee must not change or remove VideoStitch’s copyright and authorship notices.

Licensee agrees to use the Licensed Software in accordance to its associated documentation.

3. FINANCIAL CONDITIONS

3.1. Fees.

Licensee can use the Licensed Software free of charge for any export size, with watermarks. If Licensee wants to process videos without watermarks, Licensee shall pay to VideoStitch license fees in accordance with the price for the Licensed Software indicated in the price list available at http://www.video-stitch.com/pricing.

Licensee fees include costs of initial delivery of the bundle and packaging for physical shipment. Any other bundle would be delivered at Licensee’s costs.

The delivery of the bundle allowing the use of the Licensed Software without watermark will be sent upon payment on VideoStitch website.

VideoStitch makes the Licensed Software available for download from a network at its own cost, and Licensee is responsible for the cost of downloading the Licensed Software.

Except as expressly provided otherwise under this Agreement, the payment by Licensee of license fees for the Licensed Software shall not be construed as a transfer of any ownership rights or title to the Licensed Software.

3.2. Taxes.

Fees and other charges described in this Agreement do not include taxes including but not limited to VAT, federal, state or local sales, GST, foreign withholding, use, property, excise, service, or similar taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. In the event a withholding tax, custom taxes or an importation tax shall be paid, Licensee shall pay such taxes to the appropriate tax authority and shall provide VideoStitch with evidence of such payment. If VideoStitch is required to pay Taxes, Licensee shall reimburse VideoStitch for such amounts. Licensee hereby agrees to indemnify VideoStitch for any Taxes and related costs, interest and penalties paid or payable by VideoStitch.

4. TERM AND TERMINATION

The Agreement commences on the date of its acceptance by both parties and shall remain in force during the following license term:

  • The protection of the Intellectual Property Rights under applicable law for VideoStitch Studio,
  • one year for Vahana VR.

VideoStitch may terminate this Agreement immediately, as of right (“de plein droit”) in the event Licensee breaches any of its obligations under this Agreement and where such breach is capable of remedy fails to remedy the breach within thirty (30) days of being requested by written notice to do so.

At the expiration or termination of the Agreement, Licensee shall cease the use of the Licensed Software and uninstall it unless the Licensed Software becomes free of any Intellectual Property Rights.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Reservation of Intellectual Property Rights.

The Licensed Software shall be the sole and exclusive property of VideoStitch or its licensors. VideoStitch reserves all rights not specifically granted under this Agreement.

5.2. Indemnification.

VideoStitch undertakes to ensure, at its own expense, Licensee’s defense against any action brought by a third party based on the fact that the use of the Licensed Software by the Licensee, in accordance with the terms of this Agreement, would prejudice its author right and to pay all the damages finally awarded against the Licensee by a final judicial decision. In this case, VideoStitch undertakes at its own expense and at its own discretion: (i) to judicially obtain for the Licensee the right to continue using the Licensed Software, or (ii) to replace the Licensed Software by other equivalent and which do not infringe any previous author right, or (iii) to change the Licensed Software in such a way that it no longer constitutes an infringement to any previous author right, or (iv) to take back the Licensed Software and to reimburse Licensee the fees he had paid for the Licensed Software. VideoStitch will not indemnify Licensee in any way for any third party claims caused by: (i) the failure by Licensee to implement an Update of the Licensed Software made available by VideoStitch, (ii) the use of the Licensed Software by Licensee in combination with products, materials and software which are not VideoStitch’s property or which have not been developed by VideoStitch, or (iii) events not exclusively attributable to VideoStitch. In order to benefit from the guarantee as provided in this section, Licensee must: (i) notify VideoStitch promptly in writing of the existence of a claim or a lawsuit; (ii) provides his collaboration (at the expense of the party being sued), (iii) and all authorizations necessary for advocacy, compromise or prosecute. Any settlement agreement cannot be made without the consent of Licensee. The provisions of this section state the sole, exclusive and entire liability of VideoStitch to Licensee and is Licensee’s sole remedy with respect to infringement of third-party Intellectual Property Rights.

6. WARRANTY DISCLAIMER

The Licensed Software is licensed to Licensee strictly on an “as is” basis. To the maximum extent permitted by applicable law, VideoStitch disclaims all warranties, except as expressly set forth herein including but not limited to, warranties of hidden defects (“vices cachés”), merchantability or fitness for a particular purpose.

Any Open Source Software that may be accompanying the Licensed Software (which are listed in Appendix A) is provided to Licensee under the terms of the open source license agreement or copyright notice accompanying such Open Source Software. VideoStitch makes no warranty on Open Source Software incorporated in the Licensed Software and hereby disclaims any and all liability to the Licensee or any third party related thereto.

7. LIMITATION OF LIABILITY

7.1. No liability.

VideoStitch shall not be responsible under this Agreement (i) if the Licensed Software is not used in accordance with the documentation associated to the Licensed Software, or (ii) if the defect or liability is caused by Licensee or third party software.

7.2. Limitation of liability.

In no event shall VideoStitch be liable under this Agreement for any indirect damages and/or loss of data, image, investments, revenue, profits or other economic advantage. In any event, VideoStitch liability under or in connection with the execution of this Agreement, for any reason and on any basis whatsoever, is globally limited, all damages and indemnities of any kind, to the amount of the paid license fees, excluding taxes, for the Licensed Software directly causing the damages.

The liability cap shall not apply to (i) liability arising under section 9 “confidentiality” or 5.2 “indemnification”, and (ii) liability arising from a party’s gross negligence (“dol”) or willfull misconduct (“faute lourde”).

It is recalled that VideoStitch does not commits towards third parties, and particularly towards Licensee’s affiliates (hereinafter collectively the “Third Parties”). The provision for the benefit of Third Parties or the direct or indirect use by Third Parties of the Licensed Software will be under the sole responsibility of the Licensee, who agrees to indemnify and hold VideoStitch harmless from third party claims.

7.3. This section shall survive the expiration, termination of extinction of this Agreement, for any reason whatsoever.

8. SUPPORT

Licensee agrees that the execution of this Agreement is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by VideoStitch with respect to future functionality or features. Subject to Licensee’s compliance with all the terms and conditions of this Agreement, VideoStitch shall use commercially reasonable efforts to provide Licensee support for the use of the Licensed Software during business opening hours from 9h to 18h (Paris time).

9. CONFIDENTIALITY

9.1. Use of Confidential Information.

Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party: (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.

9.2. Exceptions.

The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.

10. ASSIGNMENT

This Agreement is made “Intuitu Personae”. Licensee may not, without VideoStitch’s prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement or any of its rights or obligations under this Agreement, or the Licensed Software or VideoStitch Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. In case of assignment by Licensee without having received the prior written consent of VideoStitch, VideoStitch shall have the right to immediately terminate the Agreement as of right by sending a written notification. VideoStitch may assign this Agreement to any of its affiliates.

11. GENERAL PROVISIONS

11.1. Severability.

It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

11.2. No Waiver.

The failure of a party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.

11.3. Regulatory Matters.

The Licensed Software may be subject to the export control laws of various countries, including without limit the laws of the United States and France. Licensee agrees that it will not submit the Licensed Software to any government agency for licensing consideration or other regulatory approval without the prior written consent of VideoStitch, and will not export the Licensed Software to countries, persons or entities prohibited by such laws.

Licensee shall also be responsible for complying with all applicable governmental regulations of the country where Licensee is registered, and any foreign countries with respect to the use of the Licensed Software by Licensee.

11.4. Governing Law; Limitations Period.

This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of France, without regard to the choice or conflicts of law provisions of any jurisdiction and without regard to the United Nations Convention on the International Sale of Goods.

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS AGREEMENT AND AFTER AN UNSUCCESSFUL SEARCH FOR AN AMICABLE SOLUTION, EXPRESS JURISDICTION IS ASSIGNED TO THE COURTS OF PARIS, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, EQUALLY FOR URGENT PROCEEDINGS OR FOR INTERIM, SUMMARY OR EX PARTE PROCEDURES.

Licensee must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when Licensee knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

11.5. Force Majeure.

Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party, including fire, strikes or telecommunications failure, shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

11.6. Entire Agreement.

This Agreement constitutes the complete and exclusive statement of the agreement between VideoStitch and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to VideoStitch. Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures.

A. ANNEX: LIST OF THIRD PARTY AND OPEN SOURCE SOFTWARE

The Licensed Software is distributed with the following Open Source Software: CrashRpt, cryptopp, Libav, libjpeg-turbo, libtiff, libpng, openssl, Qt, ssleay, SGI, zlib. A copy of this list in
respect of the open source license agreements can be found at http://www.video-stitch.com/third-party-licenses/.