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END USER LICENSE AGREEMENT

 

 

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE WIN-

ASIA SOFTWARE SUITE (Including WinMedia®, WinLogger®, WinPublish®, WinSales®, WinMam®) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (E.G. CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT.

 

Win-Europe Software and its suppliers own all intellectual property in the Software. Win-Europe permits you to Use the Software only in accordance with the terms of this Agreement. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement or « Read Me » file located near such materials

  1. « Software » means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) Win-Europe or third party computer information or software; (ii) related explanatory written materials or files (« Documentation »); and (iii) protection keys; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Win-Europe (collectively, « Updates »). « Use » or « Using » means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. « Permitted Number » means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Win-Europe « Computer » means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. « Win-Europe » means Win-Europe, Espace Mistral – Bâtiment B – Athélia IV – 375 Avenue Mistral, 13600 LA CIOTAT – FRANCE is a division of the Publisher Win- Group Software.*

 

  1. Software License. As long as you comply with the terms of this Software License Agreement (this « Agreement »), Win- Europe Software grants to you a non-exclusive license to Use the Software for the purposes described in the
    • General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.

 

  • Server Use and Subject to the terms of this Agreement, you may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of using the Software (from an unlimited number of client computers on your internal network in the limit of licenses buy) via Windows Terminal Services. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.

 

  • For information on how to distribute the Software on tangible media or through an internal network please refer to the sections entitled « Contact WinMedia » at Winmedia.org.

 

  • Backup You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.

 

 

  • Portable or Home Computer In addition to the single copy permitted under Sections 2.2.1 and 2.3, the primary user of the computer on which the Software is installed may make a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary computer.

 

  • No Modification. You may customize or extend the functionality of the installer for the Software as specifically allowed by instructions found at Winmedia.org/ F.A.Q (e.g., installation of additional plug-in and help files). You may not otherwise alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by Win-Europe for radio and television automation. You are not authorized to integrate or use the Software with any other software, plug-in or enhancement which uses or relies upon the Software. You are not authorized to integrate or use the Software with any (a) plug-in software not developed by Win-Europe or (b) other software or enhancement to programmatically interface with the Software. The database access is considered like a modification and not allows ether by executable and Web pages.

 

  • Third Party Website Access. The Software allows you to access third party websites (« Third Party Sites »). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third Party Sites are not owned or operated by Win-Europe. YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK. Win-Europe MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY  QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.

 

  1. Intellectual Property Ownership, Copyright The Software and any authorized copies that you make are the intellectual property of and are owned by Win-Europe and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Win-Europe and its suppliers. The Software is protected by law, including without limitation the copyright laws of France and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Win-Europe and its suppliers.

 

  1. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

 

  • No Modifications. You shall not modify, adapt or translate the Software. The translations are only allowed to our distributor with a draft contract You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Win-Europe to provide the information necessary to achieve such operability and Win- Europe has not made such information available. Win-Europe has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by Win-Europe and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Win-Europe sales Department of your Region.

 

  • The Software may contain features and functionality that appear disabled or « grayed out ». These features and functionality will only activate when purchasing the corresponding license available only from WinMedia Software (« Keys »). You agree not to access, or attempt to access, disabled features and functionality or otherwise circumvent the permissions that control activation of such features and functionality. You may only use the features and functionality under a valid license from Win-Europe Software. No other use is permitted.

 

  • You may not, rent, lease, sub-license, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
  1. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update buy only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Win-Europe may have to support the previous versions of the Software may be ended upon availability of the Update.

 

  1. NO The Software is being delivered to you « AS IS » and Win-Europe makes no warranty as to its use or performance. Win-Europe AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, Win-Europe AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR

PURPOSE. The provisions of Section 6 and Section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.

 

  1. LIMITATION OF LIABILITY. IN NO EVENT WILL Win-Europe OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN Win-Europe REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. WINMEDIA’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID

FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits WinMedia’s liability to you in the event of death or personal injury resulting from WinMedia’s negligence or for the tort of deceit (fraud). Win-Europe is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact WinMedia’s sales Department.

 

  1. Export You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the French Export Administration Act or any other export laws, restrictions or regulations (collectively the « Export Laws »). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

 

  1. Governing This Agreement will be governed by and construed in accordance with the substantive laws in force in France. The respective courts of Paris shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

 

  1. General If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Win-Europe. Updates may be licensed to you by Win-Europe with additional or different terms. This is the entire agreement between Win-Europe and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

 

  1. Compliance with If you are a business or organization, you agree that upon request from Win-Europe or WinMedia’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Win-Europe.

 

  1. Specific You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this Agreement.

 

  • Pre-release Product Additional If the product you have received with this license is pre-commercial release or beta Software (« Pre-release Software »), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from Win-Europe, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre- release Software is provided to you « AS-IS », and Win-Europe disclaims any warranty or liability obligations to you of any kind. WHERE LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, WINMEDIA’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE

SUM OF THE LICENSE PRICE IN TOTAL. You acknowledge that Win-Europe has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, Win-Europe has no express or implied obligation to you to announce or introduce the Pre-release Software and that Win-Europe may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at

 

your own risk. During the term of this Agreement, if requested by Win-Europe, you will provide feedback to Win- Europe regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, such as the Win-Europe Serial Agreement for Unreleased Products, your use of the Software is also governed by such agreement. You agree that you may not and certify that you will not sublicense, lease, loan, rent, assign or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by Win-Europe of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Win-Europe and to abide by the terms of the license agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for WinMedia’s first commercial shipment of the publicly released (commercial) Software.

 

If you have any questions regarding this Agreement or if you wish to request any information from Win-Europe please use the address and contact information included with this product to contact the Win-Europe office serving your jurisdiction.

 

WinMedia®, WinLogger®, WinPublish®, WinSales®, WinMam® are either registered trademarks or trademarks of Win-Group Software and his division Win-Europe in La Ciotat and/or other countries.