BY CLICKING THE “SUBMIT” BUTTON, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE ZIXI, LLC SOFTWARE KNOWN AS “ZIXI SOFTWARE DEMO”. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SOFTWARE.
General. Zixi, LLC (“Zixi”) desires that certain licensees have the right to use the Zixi software application known as Zixi Software Demo (as further defined in the following sentence) to send client data to entities that have a license from Zixi to receive such data (“Data Recipients”). Zixi has agreed to grant you the right to send data to Data Recipients using Zixi Software Demo on the terms and conditions specified herein. “Zixi Software Demo” shall mean the Zixi software product which converts MPEG-TS into Zixi protected video transport protocol for use at content provider’s stream origination location(s).
License. Zixi hereby grants You and You hereby obtain, during the term of this Agreement, a limited, non-exclusive, personal, non-transferable, royalty-free license, without right to sub-license, to install and use the Zixi Software Demo for internal purposes solely to distribute Your content (“Content”) to Data Recipients subject to any bandwidth, or bit-rate or any other restrictions as specified by Zixi. The Zixi Software Demo shall only be installed on Your server(s).
License Restrictions. The scope of the licenses granted hereunder is limited to the rights of use expressly set forth in Section 2 above and You are not granted any other license or other rights with respect to the Zixi Software Demo. Without limiting the foregoing, You may not: (1) decompile, disassemble, reverse engineer or otherwise attempt to identify or discover the Feeder’s source code; (2) modify, change, or create a derivative work of any part of the Feeder; (3) assign, license, sublicense, transfer, lease, rent or share the rights under this Agreement; or (4) make any copies of the Feeder or any part thereof, except as expressly authorized herein.
Content. You hereby recognize and agree to remain at all times solely responsible for the Content and its use thereof and represent and warrant that You have and shall have sufficient rights and licenses to transmit, store, copy, and use all Content. You shall defend, indemnify and hold harmless Zixi and its directors, officers, employees, representatives, licensors and agents (“Related Parties”) against all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever (including reasonable attorneys’ fees) asserted against, imposed upon or incurred by Zixi and/or any of its Related Parties resulting from or arising out of the use of the Content, including, without limitations, infringement of third party’s rights by the Content.
Disclaimer of Warranty and Liability. THE ZIXI SOFTWARE DEMO IS PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE. Zixi and its Related Parties shall have no liability to You (or any of Your employees, affiliates, agents, or partners) or any third party relating to this Agreement whether in contract, tort (including negligence), product liability, or otherwise. In no event will Zixi or its Related Parties be liable for any indirect, incidental, special, reliance, incidental, exemplary, cover or consequential damages, including but not limited to lost profits or revenue, lost business opportunities, lost savings, lost data, or computer failure, even if Zixi has been advised of the possibility of such damages.
Ownership. The Zixi Software Demo includes proprietary and confidential materials and products of Zixi and its licensors, protected under copyright, patent, trade secrets laws and international treaties and other intellectual property right laws treaties. You acknowledge and agree that Zixi and its licensors solely own and shall retain all right, title and interest, including intellectual property rights, in or to the Zixi Software Demo and any part thereof. The ownership and related rights in the data and Content is Your property. Zixi Software Demo™ and any logos or icons identifying Zixi and the Zixi Software Demo are trademarks of Zixi.
Confidentiality. Information regarding the Zixi Software Demo, Zixi or its products, technology and any other related technical/business information (“Confidential Information”) is confidential information of Zixi. You shall not use the Confidential Information in any way, for its own account or for the account of any other party, nor disclose to any third party any Confidential Information except as expressly permitted in writing by Zixi. You shall restrict disclosure and use of the Confidential Information to Your employees and consultants on need to know basis only. Without limiting the foregoing, You shall use at least the same degree of care which it uses to prevent disclosure of its own confidential information of like importance, but in no event with less than a reasonable degree of care, to prevent the disclosure of the Confidential Information. Zixi shall have no obligation to hold any information received from Customer hereunder in confidence unless such information is covered by a separately negotiated non-disclosure agreement, which is reduced to writing and signed by both parties.
Term and Termination. Zixi may terminate this Agreement at any time and for any reason upon notice to You. Upon termination of this Agreement, the license granted herein shall promptly expire and you shall promptly destroy all copies of the Zixi Software Demo and upon request certify to Zixi as to such destruction. The provisions of Sections 5, 6, 7, 8 and 9 shall survive termination of this Agreement and shall remain in full force and effect.
Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of laws thereof. For any litigation that may arise under this Agreement or to enforce an award in accordance with this Agreement, the parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue (and waive any claim of forum non conveniens) of the federal and state courts of Massachusetts, except that nothing herein shall prevent Zixi from applying to any court of competent jurisdiction for injunctive relief. You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the consent of Zixi and Zixi may assign this Agreement at its discretion. Any assignment of this Agreement or any rights hereunder, wholly or in part, by You shall be void without Zixi's prior written consent. You alone shall be responsible, and shall take all appropriate measures, to comply with all applicable import and/or export control regulations, and will hold Zixi harmless from all damages arising out of or in connection with any violation thereof. If any provision or part of this Agreement is held to be invalid, illegal, unconscionable or unenforceable, such provision shall be deemed to be revised so that it applies to the maximum extent permitted by law and any other provisions and portions hereof shall not be affected.