TMPGEnc DVD Author 3 - End User License Agreement

Before you download or install TMPGEnc DVD Author 3, please read the following carefully. 

Important! - This is a legal agreement ("Agreement") between you (either an individual or, if purchased or otherwise acquired by or for an entity, an entity), the end user ("Customer" or "you"), and TMPG Inc. ("TMPG"). By clicking the "accept the terms in the license agreement" button and downloading, installing or using TMPGEnc DVD Author 3 ("Software"), you are accepting all terms and conditions described in this document. These terms apply to Software, license keys and documentation for the Software, as well as any support services provided by TMPG with respect to the foregoing, unless other terms accompany those items. If so, those terms apply. If you do not agree to the terms and conditions, you should exit this page and not download, install or use the Software. Due to the nature of license key distribution, TMPG does NOT accept any returns and/or refunds of the Software.

1. Grant of License and Limitations

Subject to the terms and conditions of this Agreement, TMPG grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-bearing, terminable, worldwide license to install and use one copy of the Software on a single desktop or laptop computer within a single operating system for Customer's internal purposes only.

A. This Agreement does not allow the Software to exist on more than one computer, or to be shared, installed or used on different computers or by more than one user at a time. If you have multiple licenses for the Software, you may then have as many copies of the Software as you have licenses, in use at any given time.

B. This Agreement permits you to make one copy of the Software solely for backup or archival purposes, or to transfer the Software to a single disk, provided that you keep the original solely for backup or archival purposes.

C. This Agreement permits you to make one copy of the documentation associated with the Software solely for backup or archival purposes. You may not publish or otherwise distribute the documentation.

2. Online Validation

Use of the Software is subject to successful completion of a license verification process using the Internet (the "Online Validation") performed during the first launch of the Software following installation.

A. You shall provide the hardware and software environment necessary for Online Validation to take place. Changes to your computer's hardware and/or operating system following installation of the Software may result in the need to redo the Online Validation.

B. The purpose of the Online Validation process is to verify you possess an authorized license. After the Online Validation process you may use the Software in accordance with the terms and conditions of this Agreement.

C. Any attempt by you, or others using the Software, to (i) access the Online Validation server for any purpose other than obtaining a license key through the standard processes; and/or (ii) intercept, decrypt or alter content transmitted using the Software, may result in immediate termination of this Agreement. TMPG also may immediately terminate this Agreement in the event of unauthorized or illegal use of the license key.

3. Proprietary Material and License Limitations

A. The foregoing license gives you limited license to use the Software, license keys and documentation. All copyrights, patents, trademarks, know-how and any other intellectual property relating to the Software, copies thereof, support services (if any), license keys and documentation belong exclusively to Pegasys Inc. ("Pegasys") and its suppliers. Pegasys and its suppliers have granted TMPG the right to grant the licenses to you in this Agreement. Customer shall not alter or remove any copyright, trademark or other proprietary notice in the Software, license keys or documentation. All rights not specifically granted in this Agreement are reserved by Pegasys, TMPG and its suppliers.

B. You may not sublicense, lease or transfer the Software, license keys, or documentation to any third party, and may not give the Software, license keys, or documentation as security to any third party. 

C. You may not make or distribute copies of the Software, license keys or documentation, or electronically transfer the Software from one computer to another over a network. 

D. You may not access the source code of the Software or license keys or alter, merge, modify, adapt, translate or create derivative works of the Software or license keys

E. You may not reverse engineer, reverse assemble, or decompile the Software or license keys.

F. You may not translate the Software into any language or distribute a program or a patch to change the language or other setting and functions of the Software or license keys.

4. Disclaimer

A. You expressly acknowledge and agree that the use of the Software, support services, license keys and documentation is at your sole risk. The Software, support services, license keys and documentation are provided "AS IS" and without warranty of any kind.

B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TMPG AND PEGASYS EXPRESSLY DISCLAIM WITH RESPECT TO THE SOFTWARE, SUPPORT SERVICES (IF ANY), LICENSE KEYS AND DOCUMENTATION ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, TITLE, OR QUIET ENJOYMENT. TMPG AND PEGASYS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR THAT THE SUPPORT SERVICES (IF ANY), LICENSE KEYS OR DOCUMENATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE, LICENSE KEYS OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE, LICENSE KEYS OR DOCUMENATION WILL BE CORRECTED. FURTHERMORE, TMPG AND PEGASYS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE, SUPPORT SERVICES, LICENSE KEYS OR DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TMPG OR AN AUTHORIZED TMPG OR PEGASYS REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE INEFFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, CORRECTION OR REPLACEMENT. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL SAFE CONTROLS, INCLUDING, WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TMPG OR PEGASYS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. TMPG AND PEGASYS SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE. 

5. Indemnity 

You agree to indemnify, defend and hold TMPG, Pegasys and their subsidiary and parent entities, predecessors, successors, affiliates, and assigns, and all of their respective current and former officers, directors, members, shareholders, agents, and employees from any and all action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees and costs)), which arise out of or are related to (1) your inability to download, install, validate or use the Software, support services (if any), license keys or documentation; (2) your use of the Software, support services (if any), license keys or documentation.

6. Limitation of Liability	

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TMPG OR PEGASYS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, SUPPORT SERVICES, LICENSE KEYS, OR DOCUMENTATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING APPLIES EVEN IF TMPG OR PEGASYS KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF TMPG AND PEGASYS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR FIVE UNITED STATES DOLLARS (US$5.00). THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS AGREEMENT.

The Warranty Disclaimer and Limitation of Liability set forth above are fundamental elements of the basis of this Agreement. TMPG would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer and Limitation of Liability inure to the benefit of TMPG's and Pegasys's licensors.

7. Duty of Confidentiality

A. You recognize and agree that all intellectual property relating to the Software, support services (if any), license keys and documentation is confidential, is protected by law, and is "Pegasys proprietary material." Customer shall take no action causing the Software, support services (if any), license keys, documentation, or any other Pegasys proprietary material to lose its character as such or to cease to qualify as Pegasys proprietary material. You shall maintain the confidentiality of all information obtained from TMPG, such as your license key (serial number) and any other information regarding user support. You shall not sell, trade, or transfer this information to third party without prior written permission of TMPG. If you are requested to disclose this information by a governmental entity, national organization, or any other third party, you shall give TMPG prompt written notice of such requirement prior to such disclosure in order to allow TMPG to obtain a protective order or the like.

B. Regarding section 7-A. the following cases are exceptions.
(a) Information which was publicly known and made generally available by TMPG prior to the time of disclosure to you;
(b) Information which becomes publicly known and made generally available without action or inaction of you;
(c) Information which is obtained by you from a third party without a breach of such third party's obligations of confidentiality; and
(d) Information which is independently developed by you without use of or reference to TMPG's Confidential Information.

8. Term

This Agreement is effective:

A. In the case of trial Software licensed on a demonstration basis, on the date on which the trial Software is first downloaded to Customer's computer. The demonstration license expires fourteen (14) days after the date of validation, at which time Customer must cease use of the trial Software and destroy all copies of the trial Software or purchase a license key from TMPG, unless earlier terminated pursuant to Section 9 below.

B. In the case of Software obtained online, the date on which the Software is first downloaded to Customer's computer. The license to use the Software is perpetual, subject to the terms and conditions of this Agreement, unless terminated pursuant to Section 9 below.

C. In the case of Software obtained in a physical form (e.g. a box), the date on which Customer first installs the Software. The license to use the Software is perpetual, subject to the terms and conditions of this Agreement, unless terminated pursuant to Section 9 below.

9. Termination

A. Your rights under this Agreement will terminate immediately upon notice from TMPG if you fail to comply with any term(s) of this Agreement.

B. This Agreement will be terminated automatically if Customer (i) enters into a license for a new version of the Software; or (ii) uninstalls the Software.

C. Customer may terminate this Agreement at any time upon notice to TMPG.

D. Upon termination of this Agreement under any circumstances, Customer must cease use of and destroy all copies of the Software, documentation and any applicable license keys.

E. Upon termination, Customer shall not be entitled to any refund of any portion of the license fee.

F. Sections 3, 4, 5, 6, 7, 9, 10 and 11 remain in force even after this Agreement expires or is terminated.

10. Controlling Law and Severability

This Agreement shall be governed by the laws of the states of California, without regard to conflict of law principles. Any suit, action or proceeding relating to this Agreement shall be commenced in the state and federal courts located in Los Angeles county. The prevailing party in any action to enforce this Agreement shall be entitled to its reasonable attorneys' fees and costs. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement shall continue in full force and effect. 

11. Miscellaneous

A. This Agreement, and any additional terms applicable to support services (if any) and license keys are the entire agreement for the Software, support services (if any) and license keys. This Agreement supersedes any previous or contemporaneous agreement, documentation, or understandings, whether oral or written between the parties (if any) with respect to any and all version of the Software. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relating to the Software licensed hereunder shall be of no effect. Any failure or delay of TMPG to exercise any its rights under this agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.

B. You will comply with all applicable laws, regulations, rulings, and executive orders of any governmental authority relating to the exportation and importation of the Software, including, but not limited to, the export and destination control regulations for U.S. goods.

C. If you have any questions regarding this Agreement or the Software, please contact TMPG Inc. at P.O. Box 596, Gardena, CA 90248, Attn: Customer Support, or at support@tmpg-inc.com. Additionally please see http://tmpgenc.pegasys-inc.com/en/support/support.html for TMPG's then current support policies. 

D. This Agreement is written only in the English language, which language will be controlling in all respects. Versions of this Agreement in any other language are only for accommodation and are not binding upon the parties. To be effective, any communications or notices to be made or given pursuant to this Agreement must be in the English language, except as may be required under applicable law.

E. No TMPG dealer, agent or employee is authorized to make any amendment to this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

F. This Software may contain third party software which requires notices and /or additional terms and conditions. Such required third party notices and /or additional terms and conditions are presented below, and are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.

---- Notice from Fraunhofer IIS and Thomson regarding the MPEG-3 format ----

MPEG Layer-3 audio coding technology licensed from Fraunhofer IIS and Thomson

Supply of this product does not convey a license nor imply any right to distribute content created with this product in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on-demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such use is required. For details, please visit http://mp3licensing.com.


---- DivX License Agreement ----

DIVX, INC. END-USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE PRODUCT REFERENCING THIS END-USER LICENSE AGREEMENT. IT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY DIVX, INC., TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW.

This DivX, Inc. End-User License Agreement is a legal agreement between you (either an individual or a single entity) and DivX, Inc. for the Licensed Works provided pursuant to this End-User License Agreement. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED WORK. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE LICENSED WORK. USING ANY PART OF THE LICENSED WORK INDICATES THAT YOU ACCEPT THESE TERMS. 

GRANT OF LICENSE: DivX, Inc. (the "Licensor") grants to you this personal, limited, non-exclusive, non-transferable, non-assignable license solely to use in a single copy of the Licensed Works on a single computer/product for use by a single concurrent user only, and solely provided that you adhere to all of the terms and conditions of this Agreement. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Licensed Works or any Intellectual Property Rights of Licensor.

ASSENT: By opening the file package containing the Licensed Work, or installing, copying, or otherwise using the Licensed Work, you agree that this Agreement is a legally binding and valid contract, agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement, and further agree to take all necessary steps to ensure that the terms and conditions of this Agreement are not violated by any person or entity under your control or in your service.

OWNERSHIP OF SOFTWARE: The Licensor and/or its affiliates or subsidiaries own certain rights that may exist from time to time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the "Intellectual Property Rights"), in the computer software and hardware, together with any related documentation (including design, systems and user) and other materials for use in connection with such computer software in this package (collectively, the "Licensed Works"). ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE LICENSED WORKS ARE AND SHALL REMAIN IN LICENSOR.

NO COMMERCIAL USE: This License Agreement grants you the right to use the Software for personal use only. Commercial use of the Software or of the work products resulting from its use is not permitted under this License Agreement. 

RESTRICTIONS:

(a)  You are expressly prohibited from copying, modifying, merging, selling, leasing, redistributing, assigning, or transferring in any matter, Licensed Works or any portion thereof.

(b)  You may take a single copy of materials within the package or otherwise related to Licensed Works only as required for backup purposes.

(c)  You are also expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the Licensed Works as the Licensed Works contain proprietary material of Licensor. You may not otherwise modify, alter, adapt, port, or merge the Licensed Works.

(d)  You may not remove, alter, deface, overprint or otherwise obscure Licensor patent, trademark, service mark or copyright notices.

(e)  You agree that the Licensed Works will not be shipped, transferred or exported into any other country, or used in any manner prohibited by any government agency or any laws, restrictions or regulations, including export or import laws or regulations. 

(f)  You may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to Licensed Works, including but not limited to the object code, documentation, help files, examples, and benchmarks.

TERM: This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Licensed Works and destroying all copies of the Licensed Works. Upon any termination, you agree to uninstall the Licensed Works and return or destroy all copies of the Licensed Works, any accompanying documentation, and all other associated materials.

WARRANTIES AND DISCLAIMER:

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN LICENSOR AND YOU, THE LICENSED WORKS ARE NOW PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (i) THE LICENSED WORKS WILL MEET YOUR REQUIREMENTS, (ii) THE USE OF THE LICENSED WORKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LICENSED WORKS WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE LICENSED WORKS WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE LICENSED WORKS WILL BE CORRECTED, AND/OR (vi) YOU MAY USE, PRACTICE, EXECUTE, OR ACCESS THE LICENSED WORKS WITHOUT VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF CALIFORNIA LAW IS NOT HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE, REPRESENATION AND/OR WARRANTY IS: (1) HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM THE DATE OF OPENING THE PACKAGE CONTAINING THE LICENSED WORKS OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR'S SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE LICENSED WORKS.

IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE LICENSED WORKS. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.

ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and Licensor, supersedes all prior agreements, whether written or oral, with respect to the Licensed Works, and may be amended only in a writing signed by both parties.

GOVERNING LAW: This License Agreement shall be governed by the laws of the State of California, and you and Licensor, consent to jurisdiction by the state and federal courts sitting in the State of California.

DivX, Inc. 4780 Eastgate Mall, San Diego, California 92121 
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