FFMPEG-ACTIVEX.NET LICENSE AGREEMENT FOR DESKTOP AND SERVER SOFTWARE APPLICATIONS


IMPORTANT:  This FFMPEG-ACTIVEX.NET License Agreement ("License" or “Agreement”) is a legal agreement between You (either an individual or an entity, who will be referred to in this License as "You" or “Your”) and FFMPEG-ACTIVEX.NET for the use of desktop and server software applications, and which may include associated media, printed materials, and other components and software modules including but not limited to drivers ("Product").  The Product also includes any software updates and upgrades that FFMPEG-ACTIVEX.NET may provide to You or make available to You, or that You obtain after the date You obtain Your initial copy of the Product, to the extent that such items are not accompanied by a separate license agreement or terms of use.  BY INSTALLING, COPYING, DOWNLOADING, REDISTRIBUTING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS FFMPEG-ACTIVEX.NET LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU HAVE NO RIGHTS TO THE PRODUCT AND SHOULD NOT INSTALL, COPY, DOWNLOAD, REDISTRIBUTE, ACCESS OR USE THE PRODUCT.
The Product is protected by copyright laws as well as other intellectual property laws.   The Product is licensed and not sold.


1. GRANT OF LICENSE. FFMPEG-ACTIVEX.NET grants You a non-exclusive, nontransferable license to install, use and redistribute the Product subject to all the terms and conditions set forth here within.
1.1. Single-Developer License. You may permit a single authorized end user to install the Product on a single computer for use by that end user only.  Remote access is not permitted without the express written consent of FFMPEG-ACTIVEX.NET. You can redistribute the Product library with Single software product also.
1.2. Company License. You may use the Product within your company. There is no limit of the number of developers or computers. You can redistribute the Product library with any software product issued by your company.


2. ADDITIONAL LIMITATIONS.  You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.  You may not rent, lease, lend or transfer the Product. 
2.1. Third Party Software. The Product may contain third party software that FFMPEG-ACTIVEX.NET can grant sublicense to use and which is also protected by copyright law and other applicable laws.


3. THE RELATIONSHIP WITH FFMPEG PROJECT.
3.1. The FFMPEG project (http://ffmpeg.org/) is licensed under GNU Lesser General Public License (LGPL) version 2.1 or later. However, several optional parts of FFmpeg are under GPL license. We DONOT use any parts under GPL. We implement most of these parts by ourselves instead. So, the FFmpeg code we used is totally under LGPL. It’s free to be used and distributed in any commercial software. For Details, please refer to the LGPL (http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html).
3.2. About Open Source. According to LGPL, if you modify the project source code, you have to open source. We have contributed necessary code to the FFmpeg project. You DONOT need to open source as long as your software use our library without modifying our source code. If you need to modify our source code, please contact us: support@ffmpeg-activex.com .
3.3. About the Business Model. We have contacted FFmpeg team and they are OK with this business. The FFmpeg team appreciates our business helps commercial software companies using FFmpeg legally. Please refer http://www.ffmpeg-activex.net/eula.html in your software license which using our library.


4. SUPPORT AND UPGRADE TERMS AND CONDITIONS.
4.1. Support: FFMPEG-ACTIVEX.NET will provide email support to You for current versions of the Product. FFMPEG-ACTIVEX.NET will investigate all of Your questions and problems promptly.  You agree to provide adequate information to FFMPEG-ACTIVEX.NET to assist in the investigation and to confirm that any problems have been resolved. FFMPEG-ACTIVEX.NET does not provide guaranteed response time but will make good faith effort to answer emails within twenty-four (24) hours or less during weekdays, excluding holidays.
4.2. Upgrade: FFMPEG-ACTIVEX.NET will supply 2-year free upgrade to You, at no additional charge, any improvements, upgrades, or modifications to the Product that FFMPEG-ACTIVEX.NET makes generally available. Any such improvements, upgrades, or modifications shall become part of the Product for all purposes of this Agreement.
4.3. Exclusions. FFMPEG-ACTIVEX.NET’ obligation to provide Support is contingent upon proper use of the Product and full compliance with this Agreement. Moreover, FFMPEG-ACTIVEX.NET shall be under no obligation to provide Support should such services be required due to (a) failure to operate the Product within the systems requirements provided for the Product (b) any modification or attempted modification of the Product by You or any third party or (C) Your failure or refusal to implement Product changes recommended by FFMPEG-ACTIVEX.NET.


5. PAYMENT TERMS. Unless explicitly set forth in this Agreement, all fees and other amounts due under this Agreement are non-cancelable and non-refundable.  Unless otherwise agreed to by the parties, You shall pay all fees or amounts within 30 days of the date of the invoice.


6. TAXES. The fees and all other amounts due as set forth in this Agreement are net amounts to be received by FFMPEG-ACTIVEX.NET, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, excise, ad valorem, and use taxes (collectively, the “Taxes”), and are not subject to offset or reduction because of any Taxes incurred by You or otherwise due as a result of this Agreement.  You shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on FFMPEG-ACTIVEX.NET’ income.


7. CONSENT TO USE OF DATA.  If FFMPEG-ACTIVEX.NET provides any support services to You, You agree that FFMPEG-ACTIVEX.NET may collect and use all information You provide as a part of any such support services related to the Product.  FFMPEG-ACTIVEX.NET agrees not to use this information in a form that personally identifies You.


8. INTELLECTUAL PROPERTY RIGHTS.  Subject to the license grant hereunder, all right, title and interest in and to the Product, the accompanying printed materials, and any copies of the Product are owned by FFMPEG-ACTIVEX.NET and its licensors.


9. WARRANTY
9.1. Warranty.  FFMPEG-ACTIVEX.NET warrants that for a period of 90 days from the date of delivery (“Warranty Period”), under normal use, the Product will perform substantially in conformance with the specifications published in the Documentation.  During such period, and as the sole obligation of FFMPEG-ACTIVEX.NET and Your sole remedy under the warranty in this Section, if You provide written notice of FFMPEG-ACTIVEX.NET’s failure to comply with the above warranty, FFMPEG-ACTIVEX.NET will use reasonable commercial efforts to correct such nonconformity in the Product as in accordance with the terms of the Support Policy.  In addition, if FFMPEG-ACTIVEX.NET determines it is not commercially reasonable to correct the nonconformity, FFMPEG-ACTIVEX.NET may elect to terminate the license to such Product, upon which termination Licensee will promptly return to FFMPEG-ACTIVEX.NET all such copies of such Product. Upon receipt of the Product from Licensee, FFMPEG-ACTIVEX.NET will return to Licensee all license fees (and any unused support fees) paid to FFMPEG-ACTIVEX.NET by You for such Product. This warranty set forth above does not apply to, and FFMPEG-ACTIVEX.NET shall have no obligation with respect to, any non-conformity arising as a result of (i) use of the Product other than as specified under this Agreement and the related Documentation; (ii) any modification or alteration of the Product performed other than by FFMPEG-ACTIVEX.NET or its agents, or (iii) transfer of the Product to any computer system other than the ones on which Product is authorized to be stalled, except as permitted in this Agreement.
9.2. Disclaimer.  Other than the warranty set forth in Section 9.1 above, and to the maximum extent permitted by applicable law, FFMPEG-ACTIVEX.NET, its authorized resellers and their subsidiaries  provides the Product and any support services related to the Product ("Support Services") AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services.


10. LIMIT OF LIABILITY AND EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FFMPEG-ACTIVEX.NET, ITS AUTHORIZED RESELLERS OR THEIR SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF FFMPEG-ACTIVEX.NET, EVEN IF FFMPEG-ACTIVEX.NET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


11. GENERAL.  This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods will not apply.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Jose, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.  You may not assign this Agreement or any right or interest hereunder, by operation of law or otherwise, without FFMPEG-ACTIVEX.NET’ express prior written consent.  Any attempt to assign this Agreement, without such consent, will be null and of no effect.  Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.  All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt.  All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this Section.  Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of God. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.  This Agreement, including FFMPEG-ACTIVEX.NET’ support and maintenance services terms constitutes the entire and exclusive agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter.  The terms and conditions contained in any customer purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by FFMPEG-ACTIVEX.NET and will be deemed null and of no effect.


12. COMPLIANCE WITH LICENSES. If You are a business, company or organization, You agree that upon request from FFMPEG-ACTIVEX.NET or its authorized representative You will within thirty (30) days fully document and certify that use of any and all FFMPEG-ACTIVEX.NET Products at the time of the request is in conformity with Your valid licenses from FFMPEG-ACTIVEX.NET.

Should You have any questions concerning this License, or if You desire to contact FFMPEG-ACTIVEX.NET for any reason, please contact support@ffmpeg-activex.com.


©2011 FFMPEG-ACTIVEX.NET