End User License Agreement ("EULA")
PLEASE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS AS FOLLOWS BEFORE PARTICIPATING IN THE AUTO EDITOR EXPERIENCE.
Thank you for becoming a customer of Soloshot. Protection of our intellectual property is critical to our future business success. Therefore, before you can download, install or use this software or any accompanying documentation, including files generated by Soloshot hardware (together, the “Software”), please carefully read the following terms and conditions.
Acceptance will bind you to the license terms in a legally enforceable contract with Soloshot. If you are accepting the terms of this EULA on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this EULA, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this EULA, then Soloshot is unwilling to license the Software to you, and you must destroy all copies of the Software.
1. GENERAL PUBLIC LICENSE/LESSER GENERAL PUBLIC LICENSE. Certain components of
the Software may be subject to the GNU GPL or LGPL terms and conditions available for viewing at
http://www.gnu.org/copyleft/gpl.html and http://www.gnu.org/copyleft/lesser.html or as otherwise
designated (“Open Source Software”). This license does not apply to Open Source Software contained
in the Software. Rather, the terms and conditions in the applicable Open Source Software license shall
apply to the Open Source Software. To the extent you receive Software under this License which
contains components subject to the GPL or LGPL terms, you agree to be bound by all the terms and
restrictions therein, including keeping all copyright notices intact for the duration of your use of the
Software and modifying and/or redistributing such components only in accordance with the terms of
the GNU GPL or LGPL terms. Nothing in this Agreement limits your rights under, or grants you rights
that supersede, any Open Source Software license.
2. GRANT OF LICENSE. Conditioned upon your compliance with the terms and conditions of this EULA, Soloshot grants to you a non-exclusive and non-transferable license for a single user to load, install and run one machine readable copy of the Software on a single computer, solely for your personal or internal business use. You may make a single copy of the Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. Soloshot reserves all rights in the Software not expressly granted to you in this EULA.
3. LICENSE RESTRICTIONS. Except as expressly and unambiguously permitted by this EULA, you shall not: (a) copy (except in the course of loading or installing) or modify the Software, including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, rent, lease, sublicense, lend or otherwise distribute the Software to any third party; (c) make the functionality of the Software available to multiple users through any means, including, but not limited to, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service or any other type of services. You acknowledge and agree that portions of the Software, including, but not limited to, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Soloshot and its licensors. Accordingly, you agree not to reverse engineer, disassemble, decompile, or create any derivative work of the Software, in whole or part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
5. OWNERSHIP OF SOFTWARE. Your copy of the Software is licensed, not sold. Soloshot retains ownership of the copyright, title and ownership of the Software and any accompanying written materials ("Documentation"), including all intellectual property rights therein, regardless of the form or media in or on which the original and other copies may exist. The Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, watermarks and other proprietary rights notices or markings appearing on the Software as delivered to you.
6. FEEDBACK. If you provide any comments, suggestions or other feedback to Soloshot with respect to the Software, you hereby grant Soloshot a non-exclusive, perpetual, irrevocable, royalty-free license to use any such feedback for any business purpose of Soloshot.
7. UPGRADES. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. Upon your download, installation and use of this copy of the Software, the license granted to you for the earlier version of the Software will automatically terminate, with or without notice from Soloshot, and you will promptly destroy or return to Soloshot all copies of the earlier version of the Software in your possession or control.
8. USE OF SOLOSHOTEDIT. The Software contains sample audiovisual works incorporating video cuts and musical content (the “SOLOSHOTedit”). Subject to the terms of this EULA, you may use the SOLOSHOTedit, solely as specified in the Software, to create videos incorporating your own original video cuts and the supplied musical content (“User Videos”). For User Videos that utilize musical content supplied by the Software, you may create, display and distribute your User Videos through social media sites and other Internet websites, for non-commercial purposes only. You may not use, copy, display or distribute the SOLOSHOTedit or the included content in any other manner or for any other purpose, and Soloshot and its licensors retain all copyrights and other proprietary rights in the SOLOSHOTedit and such content. If you use the Soloshot bumpers you must retain them without modification. In addition, you may not use the SOLOSHOTedit to create, distribute or display any User Videos or other content that: (i) is defamatory, obscene or pornographic; (ii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iii) infringes, misappropriates or violates a third party’s intellectual property rights or rights of publicity or privacy; (iv) violates, or encourages any conduct that would violate, any applicable law or regulation; (vi) promotes violence or actions that are threatening to any person, entity or animal; or (vi) promotes illegal activities or substances. You agree that Soloshot, and its successors, licensees, assigns, and affiliates may remove or authorize removal of any User Videos that violate any terms of this EULA from any websites or other media without notice or liability to you.
9. YOUR CONTENT. In order to create User Videos using the Software, you must use your own, original video content (“Content”). By using your Content in connection with the Software, you represent and warrant that you own and/or have all necessary rights to the Content to use it as contemplated by the Software and as set forth in this Agreement and that such Content will not infringe any person or entity’s intellectual property rights (including but not limited to, patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other intellectual property right). As between Soloshot and you, you retain all right, title and interest in your Content, including all intellectual property rights.
10. USE OF YOUR CONTENT BY SOLOSHOT. Notwithstanding your ownership rights in the Content as set forth in Section 9 herein, if you submit any Content that is uploaded to any databases or accounts owned by Soloshot, including, but not limited to the Soloshot cloud, you grant to Soloshot, and any of our successors, licensees, assigns, and affiliates, a royalty-free, perpetual, irrevocable, nonexclusive and fully sub-licensable right and license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, perform, exploit, and display the Content, in any media, now known or hereafter devised, for any purpose without any compensation to you (the “Content License”). To the extent you have any such rights, you hereby waive any rights that you may have to inspect or approve the advertising copy, printed matter, website, or other media in which the Content is used.
11. NO WARRANTY. THIS SOFTWARE, THE SOLOSHOTEDIT AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. SOLOSHOT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SOLOSHOT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED FROM SOLOSHOT OR ELSEWHERE SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS EULA.
12. LIMITATION OF LIABILITY. IN NO EVENT WILL SOLOSHOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) OR FOR THE COST OR PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOLOSHOTEDIT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SOLOSHOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. MOREOVER, SOLOSHOT ASSUMES NO LIABILITY, AND YOU RELEASE SOLOSHOT FROM ANY LIABILITY, FOR ANY ACCIDENT, INJURY, DAMAGE, DEATH, LOSS, ILLEGAL ACTIVITY OR ANY OTHER CLAIM RELATED TO OR RESULTING FROM OR DUING THE USE OF THE SOFTWARE, WHETHER OR NOT SUCH USE IS FORSEEABLE BY SOLOSHOT. IN NO EVENT WILL SOLOSHOT'S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE, INCLUDING ANY PACKAGE THAT INCLUDES THE SOFTWARE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY
SPECIFIED IN THIS EULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
13. INDEMNITY. You shall indemnify and hold Soloshot harmless from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from (i) your use of the Software (including the SOLOSHOTedit), (ii) your failure to comply with any term of this EULA; and (iii) any claim that your Content infringes the intellectual property rights or other proprietary rights of a third party.
14. TERM AND TERMINATION. The license granted under this EULA shall continue in effect until terminated. You may terminate this EULA at any time by destroying all copies of the Software in your possession or control. The license and this EULA will automatically terminate, with or without notice from Soloshot, if you violate any provision of this EULA. Any termination of this EULA shall also terminate the licenses granted hereunder. Upon termination of this EULA for any reason, you shall promptly destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software in your possession or control and cease all use of the Software. You shall not be entitled to any refund as a result of any termination of this Agreement. Sections 3, 4, 5, 6, and 9 through 18, shall survive termination or expiration of this EULA.
15. U.S. GOVERNMENT END USERS. The Software and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in this EULA.
16. EXPORT LAW. The Software and related technology are subject to U.S. export control laws 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 and related technology, as may be required. You will indemnify and hold Soloshot harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.
17. GOVERNING LAW. The courts in some countries will not apply California law to some types of disputes. If you reside in one of those countries, then where California law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that this EULA, and any claim, dispute, action, cause of action, issue, or request for relief relating to this EULA, will be governed by the laws of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court located in San Mateo County, California and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Soloshot may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information.
18. MISCELLANEOUS. This Agreement represents the complete understanding and agreement concerning the subject matter between the parties and supersedes all prior agreements, understandings and communications, oral or written, between the parties, unless you and Soloshot have executed a separate agreement. Soloshot reserves the right to modify this EULA and will give you reasonable notice of any changes. Your continued use of the Software after such notice will indicate your consent to any such changes. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be enforced to the maximum extent possible and the other provisions will remain in full force and effect. The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement of that or any other provision. You may not assign or transfer this EULA or any rights granted hereunder, by operation of law or otherwise, without Soloshot’s prior written consent, and any attempt by you to do so, without such consent, will be void. Soloshot expressly reserves the right to freely assign this Agreement and to delegate any of its obligations hereunder.
19. CONTACT INFORMATION. If you have any questions regarding this EULA, you may contact Soloshot at info@soloshot
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