intoPIX Software products 

End-User License Terms and Conditions 

1.IDENTIFICATION OF LICENSOR

1.1.Licensor is intoPIX SA, Rue Emile Francqui 9 in 1435 MONT-SAINT-GUIBERT, Belgium, VAT N° BE 0880419609 (hereafter « INTOPIX »)

1.2.INTOPIX can be contacted at [email protected].

2.IDENTIFICATION OF THE LICENSED TECHNOLOGY

2.1.The licensed technology consists in an INTOPIX Software product (e.g., “TitaniumViewer”, “TitaniumShow”, “Adobe premiere JPEG XS plugin”, etc., hereafter the “Licensed Technology”) and, if the case may be, in associated open-source software and/or libraries.

2.2.Specifications of the Licensed Technology (hereafter the “Specifications”) are described in INTOPIX’ documentation.

3. DEFINITIONS

3.1. “Computer” shall mean a desktop computer or a personal computer and shall never include supercomputers, servers, notebooks and tablets.

3.2.“Conditions of Use” shall mean this document which determines, and applies for, the authorized uses of the Licensed Technology granted to a Licensee.

3.3.“End-User” shall mean the person and/or entity which licenses and uses the Licensed Technology for its personal use and without any intention to resell the Licensed Technology.

3.4.“Intellectual Property Rights” shall mean: (i) any and all tangible and intangible rights associated with works of authorship throughout the world and universe, including but not limited to copyrights, neighbouring rights, moral rights, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights ; (iv) patents, designs, algorithms and other industrial property rights; and (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and universe and however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

3.5.“License” shall mean the entire contractual frame including the Conditions of Use and any other document and/or exchanges that define the scope, and the boundaries of the license granted by INTOPIX to Licensee.

3.6.“Licensee” shall mean the user of the Licensed Technology subject to the License.

3.7.“Material Default of Performance” shall mean Licensed Technology’s fails to conform to the Specifications after INTOPIX has been given the opportunity to correct such fails to make it conform but has failed to do so.

3.8.“Performance Failure” shall mean Licensed Technology’ temporary failure to conform to the Specifications.

3.9.“Specifications” shall mean all the technical features of the Licensed Technology that are described in INTOPIX’ published documentation at the time of Licensed Technology’s delivery.

3.10.“Trial Period” shall mean the period during which Licensee may evaluate the capabilities and the potential of the Licensed Technology.

3.11.“Update” shall mean any modification to the Licensed Technology that may or may not add any significant functionality to the Licensed Technology.

4. ACCEPTANCE TO THE CONDITIONS OF USE, ENTRY INTO FORCE OF THE LICENSE AND MODIFICATIONS HERETO

4.1.Acceptance to the Conditions of Use is made either by written agreement and/or acceptance to the Conditions of Use and their content or by simple effective use of the Licensed Technology.

4.2.Entry into force of the License shall take effective date upon either written agreement and/or acceptance or the first effective use of the Licensed Technology.

4.3.By its acceptance, Licensee irrevocably and formally (a) agrees to the Conditions of Use and the License and (b) renounces to the application of any other terms and conditions, including those incorporated in any of its own documentation (e.g., purchase orders, invoices, correspondences).

4.4. The Conditions of Use apply also whether Licensee has obtained the Licensed Technology through an unauthorized channel.

4.5.INTOPIX reserves the right to modify the Conditions of Use at any time provided that, for the current License, such modifications be effective with respect to a one(1)-month prior notice.

4.6.The failure or delay by a party to enforce a provision of the Conditions of Use shall not be interpreted as a waiver of the right to enforce such provision or a waiver of any subsequent breach.

5. GRANT OF RIGHTS AND LICENSES FOR GENERAL END-USE AND SPECIFIC CONDITIONS OF EVALUATION AND TRIAL

5.1.Subject to the Conditions of Use, INTOPIX hereby grants Licensee the nonexclusive, non-perpetual, non-transferable, non-assignable, non-sublicensable rights and licenses, throughout the world and universe, to install, execute and use, as an End-User, one copy of the Licensed Technology on a single Computer only. 

5.2.Should Licensee wish to install, execute and use the Licensed Technology on more than one Computer (as contemplated above) then Licensee shall be granted a License from INTOPIX for each Computer  prior to installing and using the Licensed Technology on each additional Computer.

5.3.No grant of rights & licenses to sell, lease, sublicense or otherwise distribute.  INTOPIX does not grant Licensee any right to sell, lease, sublicense or otherwise distribute the Licensed Technology, whether alone or embedded in another product or device.

5.4.Restrictions on use. The following restrictions of use apply: (a) The Licensed Technology shall be used for the agreed purpose only (e.g., sending and/or receipt of audio and/or video over IP streams,) (b) Licensee is strictly forbidden to go beyond any limitation set forth by INTOPIX in any way; (c) Licensee shall use the Licensed Technology in object code form only; (d) Licensee  shall not, nor authorize any third parties to, decompile, reverse engineer, disassemble or otherwise reduce the Licensed Technology ; further, the component parts of the Licensed Technology may not be separated for use on more than one Computer and (e) Licensee shall never modify or prepare derivative works of the Licensed Technology in whole or in part.

5.5. Documentation. Licensee shall use the documentation provided with the Licensed Technology only in conjunction with the use of the Licensed Technology.

5.6.Reservation of rights.  Licensee acknowledges and agrees that Licensee’s rights in respect of the Licensed Technology shall be as expressly stated in the Conditions of Use, and that Licensee shall not have any rights in respect of the Licensed Technology which are greater than those rights expressly stated in the Conditions of Use; limitations noted hereby in these articles are provided as examples and are not limitative.

5.7.Conditions of trial.  If agreed to in writing, the License can be concluded for the exclusive purpose of evaluation and trial of the Licensed Technology.  In this case, the following rules apply and depart from the License generally granted for general purposes: (a) the purpose of evaluation and trial is exclusive of all commercial uses; (b) the Trial Period shall depend on the technical restrictions embedded in the Licensed Technology and such technical restrictions will effectively define and determine the time range of the trial, alternatively, the Trial Period may be agreed in writing; (c) at the termination of evaluation and trial, Licensee will notify intoPIX its opinion regarding the intoPIX Technology, for INTOPIX’ internal purposes only; (d) sections 7.1 to 7.4 do not apply to evaluation and trial and no warranty for evaluation and trial is provided by INTOPIX, which disclaims in this regard all warranties and conditions, either express or implied.  Moreover, sections 7.7 to 7.8 apply equally to evaluation and trial.

5.8.Early termination. Licensee may terminate this Agreement at any time by destroying all copies of the Licensed Technology.  This Agreement will terminate immediately without notice from INTOPIX if the Licensee fails to comply with the Conditions of Use. Upon such termination, the Licensee must destroy all copies of the Licensed Technology and, upon request, certify such destruction by written notice to INTOPIX.

6. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS, MODIFICATIONS

6.1.All ownership, copyright and Intellectual Property Rights as well as commercial rights in the Licensed Technology are and will remain the sole, exclusive and absolute property of INTOPIX.

6.2.Except for the rights and licenses granted hereby, Licensee shall not acquire any title, copyright or other proprietary rights in the Licensed Technology.

6.3. Except for the rights and licenses granted hereby, INTOPIX reserves all rights relating to the Licensed Technology.

6.4.Licensee is expressly informed that the Licensed Technology is protected and subject to the Belgian laws and by all international treaties governing intellectual property including the TRIPS regulations.

6.5. INTOPIX will have no obligation under these Conditions of Use to modify the Licensed Technology.

6.6.INTOPIX may release Updates to Licensee, for free or at a certain price, from time to time and at INTOPIX’ sole discretion.

7. WARRANTY OF PERFORMANCE and LIMITATION OF LIABILITY

7.1.INTOPIX represents and warrants that for a period of one (1) year as of each of Licensed Technology’s delivery, the Licensed Technology will conform to the Specifications. 

7.2.INTOPIX does not represent and warrant that the Licensed Technology will work on every operating environment, will have uninterrupted or error free operation or, except as provided in the Warranty of Performance set forth herein, that any errors will be corrected or correctable.  Nevertheless, INTOPIX undertakes to perform its contractual obligations with reasonable care according to usual professional practice and standards.

7.2.Except as otherwise stated herein, INTOPIX’ sole obligation under this warranty will be to correct any Performance Failure of the Licensed Technology during the warranty period.

7.3. Procedure.  (a) In the event of Performance Failure, INTOPIX shall within thirty (30) business days as of the date it receives a Performance Failure notice determine the relevant corrective action plan, if any, and report its findings to the Licensee.  (b)  INTOPIX will then implement, at its own expense, the corrective action and redeliver the Licensed Technology to Licensee.  (c)  In case of rejection after redelivery, this procedure will be reapplied as often as necessary until the Licensed Technology conforms to the Specifications.

7.4.Except in the event that the Specifications have not been met and a Material Default of Performance has been confirmed by INTOPIX, Licensee is not entitled to any refund of fees under the foregoing warranty.

7.5.The foregoing warranty shall not apply to (i) any Licensed Technology modified by anyone other than INTOPIX after Licensed Technology’s delivery and (ii) Licensed Technology evaluated during a Trial Period.

7.6.The foregoing warranty and the others contained in the Conditions of Use are in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

7.7.INTOPIX shall not be responsible for and shall not pay any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether the party was advised of the possibility of such losses in advance. 

7.8.In no event shall INTOPIX’ liability hereunder exceed the amount of the fees paid by Licensee, regardless of whether Licensee’s claim is based on contract, tort, strict liability, product liability, infringement or otherwise.

8. DISPUTES and GOVERNING LAW

8.1.If a dispute arises out of or relates to the Conditions of Use, the parties agree to use reasonable, good faith efforts to investigate all formal, written complaints made by one party which relate to any obligation of the other party.

8.2.Within thirty (30) calendar days from the date it receives a complaint from a party, the other party shall determine the relevant corrective action, if any, and report its findings to the complaining party and implement a mutually agreeable corrective action plan.

8.3.In the case where the parties cannot agree on a corrective action plan or the resolution of any other issue related to the Conditions of Use, the parties will attempt to resolve the dispute through an internal escalation.

8.4.Jurisdiction.  If the internal escalation does not resolve the disputes arising out of or in connection with the Conditions of Use, these disputes shall be finally settled by the court and tribunals of Brussels, Belgium.

8.5.Governing Law.  The Conditions of Use and all related matters shall be interpreted under and controlled by the substantive laws of Belgium, excluding any other choice of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.