ARRI AVID Plugin | ARRI Digital

ARRI AVID Plugin

<p>End User License Agreement &quot;ARRIRAW Avid Plugin&quot; NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY EXPLICIT ACCEPTING, BY DOWNLOADING FROM ARRI&rsquo;S WEBSITE OR BY USING ALL OR ANY PORTION OF THE ARRI AVID PLUGIN (&quot;SOFTWARE&quot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and its suppliers own all intellectual property in the Software. ARRI permits you to Use the Software only in accordance with the terms of this Agreement.  1. Definitions. &quot;Software&quot; means (a) all of the contents of the files provided under this Agreement, including but not limited to (i) Software as provided for Download at ARRI&rsquo;s website, (ii) any related files to the Software and (iii) related explanatory written materials or files or oral information (&quot;Documentation&quot;); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by ARRI (collectively, &quot;Updates&quot;). &quot;Use&quot; or &quot;Using&quot; means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. &quot;Permitted Number&quot; means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by ARRI. &quot;Computer&quot; means a hardware system that is prepared or dedicated for use of the software. &quot;ARRI&quot; means Arnold &amp; Richter Cine Technik GmbH &amp; Co Betriebs KG, T&uuml;rkenstrasse 89, 80799 M&uuml;nchen. 2. Software License. As long as you comply with the terms of this Software License Agreement (this &quot;Agreement&quot;), ARRI grants to you a limited, personal, revocable, non-exclusive, non &ndash; sub-licensable, non-assignable and purpose restricted license to Use the Software for the purposes described in the Documentation.  2.1 General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers. Notwithstanding anything in this Agreement to the contrary, you agree that you will not (i) operate or utilize the Software in a manner that violates any applicable local, state, national or international law or governmental regulation, policy procedure or ordinance, or any rights of a third party, or (ii) operate or utilize the Software if this license has been terminated, or (iii) interfere with or in any manner comprise any directive given by ARRI..  2.2 Service. ARRI shall have no obligation to offer support for the Software, to offer any Updates, Bugfixes or any other services related to the Software.   2.3 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under this Agreement. 3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by ARRI and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of ARRI and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Federal Republic of Germany and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by ARRI and its suppliers.    4. Restrictions. 4.1 Notices. You shall not copy the Software except as set forth in Section 2.2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.  4.2 No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, make derivative works, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested ARRI to provide the information necessary to achieve such operability and ARRI has not made such information available. ARRI has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by ARRI and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.  4.3 Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.  4.4 Covenants. You acknowledge and agree that ARRI, in its sole discretion, may discontinue or suspend your right to access the Software at any time, and may at any time suspend or terminate any license hereunder without prior notice. ARRI reserves the right to add or remove functions, or to provide upgrades, updates or bugfixes at any time in its sole discretion. You agree to accept any and all such upgrades, updates or bugfixes presented to you.  5. NO WARRANTY. The Software is being delivered to you &quot;AS IS&quot; and ARRI makes no warranty as to its use, capabilities or performance or interoperability with other programs or software. ARRI AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ARRI AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARRI OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. Any warranty explicit given by ARRI or constructed under any law theory does not apply if the Software (i) has been altered, except by ARRI, (ii) has been subject to abnormal physical or electrical stress, misuse, negligence or accident or (iii) is used in hazardous activities. The provisions of Section 5 and Section 6 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement. 6. LIMITATION OF LIABILITY. IN NO EVENT WILL ARRI OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ARRI REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ANY LIABILITY OF ARRI OR ITS SUPPLIER FOR DAMAGES ARISING FROM EITHER THIS AGREEMENT, OR YOUR USE OR PERFORMANCE OF THE SOFTWARE, OR THE RESULTS OBTAINED THROUGH USE OF THE SOFTWARE, UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, EXTRACONTRACTUAL, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE SOFTWARE OR REIMBURSEMENT OF THE PRICES PAID BY YOU, AT ARRI&rsquo;S SOLE OPTION. FURTHERMORE ARRI&rsquo;S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. Nothing contained in this Agreement limits ARRI&rsquo;s liability to you in the event of death or personal injury resulting from ARRI&rsquo;s gross negligence, intention or for the tort of deceit (fraud). ARRI is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.  7. Basis of Bargain. The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ARRI and you. ARRI would not be able to provide the Software on an free of charge basis without such limitations. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of ARRI's licensors. 8. Governing Law. Notwithstanding the place where this Agreement is executed, accepted or where obligations under this Agreement are performed, the parties expressly agree that this Agreement and any claim or controversy arising out of or relating to rights and obligations of the parties under it will be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany, without regard to its conflicts of laws principles or the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as each is amended.  8. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as effect the intent of the parties. By accepting this Agreement you states explicitly and irrevocable that you are acting as entrepreneur and not as consumer.  This Agreement may only be modified by a writing signed by an authorized officer of ARRI. This is the entire agreement between ARRI and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.  9. Compliance with Licenses. You agree that upon request from ARRI, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from ARRI. &quot;ARRI&quot; is a registered trademark of ARRI in Germany and/or other countries.</p>

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