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Licence Agreement

Last updated 17/05/2018

  1. Property of the Licensor

The copyright, database rights and any other intellectual property rights (including, but not limited to, trade marks, patents and designs) in the programs and data which constitute the software product (the “Software”) are and remain the property of Pro Video Analytic Tools, LLC (the “Licensor”). You are licensed to use the Software only if you accept all of the terms and conditions set out below.


  1. Licence Acceptance Procedure

By clicking “Agree”, you indicate your acceptance of this License Agreement and the limited warranty and limitation of liability set out in herein. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent (a “Corporate Licensee”). In this License Agreement, “you” includes both the reader and any Corporate Licensee. If you do not accept the terms and conditions of this License Agreement, please follow the License Rejection Procedure set out below.


  1. Licence Rejection Procedure

3.1 If you do not accept the terms and conditions of this License Agreement, you should click “Disagree”, and delete all parts of the Software (including, but not limited to, setup, installation files and license codes) from your computer or device.

3.2 Any sums you paid to the licensor or software reseller for the Software will be refunded within 30 days of purchase; no refund will be provided thereafter.


  1. Ownership of Software and Copies

The Software and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which the copies may exist. This License Agreement is not a sale of the original Software or any copies thereof.


  1. Licence

The Licensor grants to you a limited, non-exclusive license to:

5.1 Install and use the Software on the number of computers relevant to the license fee paid. These computers must be owned, leased and/or controlled by you or, where relevant, any member of your corporate group, which expression includes the Corporate Licensee, the Corporate Licensee’s majority-owned subsidiaries, any parent company having a majority-owned interest in the Corporate Licensee, and such parent company’s majority-owned subsidiaries;

5.2 Make up to two copies of the Software for backup, archival or other security purposes.


Before payment of the license fee, the Licensor grants to you a license for the period of 10 days (the “Demo Period”) to install the Software on one computer, as per the above terms. Upon payment of a single-user license fee, the Licensor grants to you a license to install the Software on one computer, as per the above terms. Upon payment of a site license fee, the Licensor grants to you a license to install the Software on up to 1 computers at a single site of your organization, as per the above terms.


Before payment of the applicable license fee, certain features of the Software will be restricted or disabled (including, but not limited to, demo messages imprinted on recorded footage). After payment of the applicable license fee, the Software will function fully with no restrictions and no time limit.


  1. Licence Restrictions

You may not use, copy, modify or transfer the Software (including any related documentation and license codes) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this License Agreement. If you transfer possession of any copy of the Software to another party except as provided above, your license is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software, except as expressly permitted by the law of this License Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.


  1. Transfer

The Software is licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software (including any related documentation and license codes), on a temporary or permanent basis, without the prior written consent of the Licensor.


  1. Undertakings

You undertake to:

8.1 Use the Software only within the bounds of the terms and conditions of this License Agreement;

8.2 Ensure that, prior to use of the Software by your employees or agents (where relevant), all such parties are notified of the terms and conditions of this License Agreement; and

8.3 Reproduce and include our copyright notice (or such other party’s copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software.


  1. Limited Warranty

9.1 Subject to the limitations and exclusions of liability below, the Licensor warrants that the copy of the Software provided to you will materially conform with the documentation that accompanies it. The warranty period is 30 days from the date of purchase (the “Warranty Period”).

9.2 The Licensor will also indemnify you for personal injury or death solely and directly caused by any defect in its products or the negligence of its employees.

9.3 The Licensor shall not be liable under the said warranty above if the Software fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.


  1. No Other Warranties

The foregoing warranty is made in lieu of any other warranties, representations or guarantees of any kind, whether expressed or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Software. The Licensor does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error free.


  1. Limitation of Liability

The Licensor’s entire liability and your exclusive remedy shall be:

If, during the Warranty Period, the Licensor is unable to provide a suitable downloadable replacement that is free of material defects, you may terminate this License Agreement by deleting all copies of the software (and related documentation and license codes) from your computer or device, and informing the Licensor by email. Any money paid to the Licensor or (as relevant) the reseller for the Software will be refunded.


  1. Exclusion of Liability

Except in respect of personal injury or death caused directly by the negligence of the Licensor or its employees, in no event will the Licensor be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, even if the Licensor has been advised of the possibility of such damages. Nothing in this License Agreement limits liability for fraudulent misrepresentation.


  1. Your Statutory Rights

This License Agreement gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this License Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.


  1. Term

This License Agreement is effective until terminated. You may terminate it at any time by destroying the Software together with all copies and license codes in any form. It will also terminate upon conditions set out elsewhere in this License Agreement or if you fail to comply with any term or condition of this License Agreement or if you voluntarily return the Software to the Licensor. You agree upon such termination to destroy the Software together with all copies and license codes in any form.


  1. Export

You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software was created (England). In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Software or other information relating thereto to any country for which an export license or other approval is required, without first obtaining such license or other approval.


  1. General

16.1 Each party irrevocably agrees that the courts of the country of registration of the Licensor (England) shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this License Agreement and the place of performance of this License Agreement shall be that country and that the laws of that country shall govern such controversy or claim.

16.2 This License Agreement constitutes the complete and exclusive statement of the License Agreement between the Licensor and you, with respect to the subject matter of this License Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

16.3 Any Clause in this License Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this License Agreement shall not be affected by that deletion.

16.4 Failure or neglect by either party to exercise any of its rights or remedies under this License Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this License Agreement nor prejudice that party’s right to take subsequent action.

16.5 This License Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this License Agreement or any right or obligation under it without the Licensor’s prior written consent.


Any questions concerning this License Agreement or the Software should be directed to the Licensor. Contact details are available from SmartMotion website.

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