RMHD CODEC LICENSE AGREEMENT FOR PERSONAL AND
By downloading, copying, installing, distributing or otherwise using the Licensed Software (as defined below), You acknowledge and agree to the terms of this license agreement (“License”) with RealNetworks, Inc., a Washington corporation, at 1501 First Avenue South, Suite 600, Seattle, WA 98134 (“Real”). This is a legally binding agreement and if You disagree with any of the following terms, then do not use the Licensed Software in any way. In the following, the terms “You,” “You” or “Your” refers, jointly and severally, to you individually and any organization on whose behalf you act. “Parties” means You and Real.
The following capitalized terms will have the meanings set forth below:
“Applicable Patent Rights” means claims of patents that (i) are now or hereafter acquired, owned by or assigned to Real and (ii) are necessarily infringed by using the Licensed Software, in the form provided by Real, alone and not as part of a combination with other software or products.
“Decoder Product” means a complete, ready-to-use, Real software product in object code form capable of decoding RMHD.
“Encoder Product” means a complete, ready-to-use Real software product in object code form capable of encoding into RMHD.
“Intellectual Property Rights” means worldwide statutory and common law rights associated solely with (i) Applicable Patent Rights; (ii) works of authorship including copyrights, copyright applications and registrations, moral rights and database rights; (iii) the protection of trade and industrial secrets and confidential information; and (iv) divisions, continuations, renewals, and re-issuances of the foregoing now existing or acquired in the future.
“Licensed Software” means the Encoder Product or the Decoder Product, or both, as provided by Real to be distributed under this License in object code form only, and any related sample code and documentation.
“Noncommercial Purposes” means not primarily intended for or directed toward commercial advantage or private monetary compensation.
“Reverse Engineer” means reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Licensed Software.
“RMHD” means Real’s RealMedia® HD video codec file format.
Subject to the terms contained herein, Real hereby grants You a limited, non-exclusive royalty free license to use, copy, and distribute the Licensed Software for Noncommercial Purposes only. You may use the Licensed Software on a computer network on condition that each person accessing the Licensed Software personally accepts this License. You may download the online documentation for purposes of using the Licensed Software, but may not make further copies of the documentation. If You wish to distribute a product combined with the Licensed Software, Your distribution rights are conditioned on You including in Your product documentation a notice that the product contains RealMedia® HD technology licensed from RealNetworks, Inc. Every copy must retain all proprietary notices included in the original Licensed Software.
3. Ownership; Reservation of Rights
3.1. Ownership. As between Real and You, Real is the owner of all Intellectual Property Rights in the Licensed Software and any portion thereof. All rights not specifically granted herein are reserved to Real.
3.2. No Reverse Engineering. You may not modify or Reverse Engineer Licensed Software.
3.3. No Infringing Combinations. You may not use the Licensed Software in any manner that infringes the rights of third parties. You may not use the Licensed Software in any manner that would cause the Licensed Software to become, or to become a part of, a “work based on the Program,” as that term is used in the GNU General Public License.
3.4. Conditions and Covenants. The restrictions set forth in Sections 3.2 and 3.3 are both conditions on the license granted in Section 2 and separate contractual promises made by You.
Real may license and distribute Licensed Software directly or indirectly to third parties and to other licensees under different terms and nothing contained herein will be construed to limit Real’s right to license and distribute the Licensed Software or enforce its Intellectual Property Rights.
5. Term and Termination
5.1. Term. The term of this License (“Term”) will commence on the date You first download the Licensed Software, access a copy of the Licensed Software, or otherwise obtain a copy of the Licensed Software. The License will remain effective so long as You continue to use the Licensed Software or until terminated as below.
5.2. Termination by Real. Real may terminate this License at any time by providing notice to You either by sending an email notification to the email provided by You or displaying a notice in Real’s website located at https://www.realnetworks.com/realmediaHD or its redirect. This License will automatically and immediately terminate if You violate or breach any of the terms and conditions of this License.
5.3. Termination by You. You may terminate this License at any time by deleting the Licensed Software.
5.4. Termination for Assertion of Patent Right. If You initiate or voluntarily participate in a patent infringement action against Real relating to the Licensed Software, then Real may terminate this License upon thirty (30) days’ notice to You.
5.5. Effect of Termination. Upon any termination of this License You must immediately cease using the Licensed Software.
Your Obligations. You hereby agree to indemnify, hold harmless, and defend Real and its officers, directors, employees, customers, agents and successors from and against any and all damages, costs and expenses, including reasonable attorneys’ fees, incurred in connection with any claim or threatened claims arising out of breach or violation of this License or Your misuse or modification of the Licensed Software.
7. Disclaimer of Warranties
THE LICENSED SOFTWARE IS PROVIDED UNDER THIS LICENSE “AS IS,” WITHOUT SUPPORT OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR WARRANTIES THAT THE LICENSED SOFTWARE IS FREE OF DEFECTS OR SECURE. YOU BEAR THE ENTIRE RISK IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE UNDER THIS LICENSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL REAL, ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE) INCURRED BY YOU WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF REAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) A TOTAL AGGREGATE LIABILITY EXCEEDING A SUM OF ONE HUNDRED DOLLARS (US$100) FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT.
9.1. Assignment. You may not assign, transfer, or otherwise dispose of this License, or any rights or obligations hereunder. This License will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.
9.2. Survival. Each clause of this License that, by its nature, is intended to survive the termination or expiration of this License, including but not limited to Sections 3 (Ownership), 6 (Indemnification), and 8 (Limitation of Liability), will survive such termination or expiration.
9.3. Miscellaneous. This License, together with its attachments, constitutes the complete and exclusive agreement between the Parties with respect to its subject matter, and supersedes all prior oral or written understandings, communications or agreements. The waiver by either Party of any breach of this License by the other Party will not waive subsequent defaults by such Party of the same or a different kind. If any provision of this License is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof.
9.4. Jurisdiction. This License will be governed by and construed in accordance with the laws of Washington State, USA, excluding that body of law known as conflicts of law. Any legal action or proceeding relating to this License must be brought in the Washington. This License will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Effective January 11, 2018