THE LICENSED PROGRAM IS ONLY LICENSED BY FORBIDDEN TECHNOLOGIES PLC OR ANY SUCCESSOR IN TITLE OR ASSIGNEE (FORBIDDEN OR US) FOR USE ON THESE TERMS AND CONDITIONS ACCEPTED BY YOU, THE LICENSEE, BY CLICKING ON THE I ACCEPT BUTTON AT THE END OF THESE TERMS AND CONDITIONS.
IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENCE, THEN DO NOT INSTALL OR USE THE LICENSED PROGRAM. CANCEL THE INSTALLATION AND/OR USE OF THE LICENSED PROGRAM AND, WHERE APPLICABLE, RETURN THE LICENSED PROGRAM TO FORBIDDEN OR YOUR SUPPLIER TOGETHER WITH PROOF OF PURCHASE FOR A FULL REFUND FROM YOUR SUPPLIER OR WHERE FORBIDDEN HAS SOLD THE LICENSED PROGRAM DIRCTLY TO YOU THEN FROM FORBIDDEN. INSTALLING AND/OR USING ANY PART OF THE LICENSED PROGRAM INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
BY INSTALLING AND/OR USING ANY PART OF THE LICENSED PROGRAM, YOU SHALL BE LEGALLY BOUND TO COMPLY WITH THIS LICENCE.
THE COPYRIGHT AND ALL OTHER PROPRIETARY RIGHTS IN THE LICENSED PROGRAM WILL AS BETWEEN US REMAIN VESTED IN AND BE THE ABSOLUTE PROPERTY OF FORBIDDEN. THIS LICENCE DOES NOT TRANSFER THE COPYRIGHT OR ANY OTHER RIGHTS IN THE LICENSED PROGRAM.
USE OF THE LICENSED PROGRAM WILL BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
FOR ANY QUERIES REGARDING THIS LICENCE PLEASE CONTACT FORBIDDEN, CONTACT DETAILS ARE PROVIDED AT www.forbidden.co.uk
Grant of licence. Forbidden hereby grants to the Licensee a personal non exclusive non-transferable licence to Use the Licensed Program at the Location on the Equipment by the Permitted Users in the Territory with no right to sublicense. The Licensee shall only Use the Licensed Program as expressly permitted by this Licence.
Content and Video Playback. Forbiddens video playback software must be used to view content compressed using the Licensed Program. The Licensee and its customers must contract separately with Forbidden in order to be able to use this software. The Licensee is responsible for obtaining all intellectual property rights it requires to compress and use any content and will hold Forbidden harmless against any third party claims brought against Forbidden arising out of the Licensees use of the content.
Fees. The Licence Fees shall be calculated and payable in the manner set out in Part D of the Schedule and (where relevant) the Support Fees shall be calculated and payable in the manner set out in Part E of the Schedule. All sums due shall be paid in full within 14 days of their due date and without any deduction whether by way of set off, counterclaim or otherwise. Interest shall be payable on late payments at the rate of 4% per annum above the base rate of NatWest Bank before as well as after judgement. All sums exclude VAT which is payable in addition.
Property and confidentiality in the Licensed Program. All copyright, trade marks and other intellectual property rights in the Licensed Program are the exclusive property of, or used under licence to, Forbidden and the Licensed Program is the confidential information of Forbidden and also contains the confidential and proprietary information and other intellectual property rights of Eidos, which the Licensee expressly acknowledges. The Licensee shall not:
reverse compile or disassemble the object code version of the Licensed Program nor attempt to do any of the foregoing nor adapt or modify the whole or any part of the Licensed Program (save only to the extent expressly permitted by law));
copy (except for incidental copies as are necessary for the purposes of back-up, Use and operational security), assign, transfer, sell, lease, rent, sub-licence, charge or otherwise deal with or encumber the Licensed Program or use the Licensed Program on behalf of any third party or make available the same to any third party; or
remove or alter any acknowledgement of Forbiddens or its licensors intellectual property rights in the Licensed Program (or accompanying materials) or in any copy of the Licensed Program or such materials, including any embedded acknowledgement of any intellectual property rights used under licence to Forbidden including of Eidos.
Warranty. Forbidden warrants:
that it has the right, power and authority to license the Licensed Program upon the terms and conditions of this Licence; and
that the Licensed Program will for a period of 30 days from the Delivery Date (Warranty Period) perform substantially in accordance with its specification when properly used on or in connection with the recommended software and hardware. In the event of any breach of this warranty the Licensees sole and exclusive right and remedy shall be to require Forbidden to use its reasonable endeavours to remedy the breach or (at Forbiddens option) to replace the defective program or media on which it was supplied.
Maintenance and support. Upon expiry of the Warranty Period Forbidden shall use its reasonable endeavours to provide the maintenance and support referred to in Part E of the Schedule (if any) for the duration and subject to payment of the Support Fees. Unless otherwise stated maintenance and support is provided for a twelve month period and will automatically renew for successive twelve month periods unless either party gives the other at least 90 days prior written notice to expire on or prior to the end of the then current period.
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Exclusion of other warranties. Forbidden does not warrant that the Use of the Licensed Program will meet the Licensees data processing requirements or that the operation of the Licensed Program will be uninterrupted or error free. The Licensee accepts that the Licensed Program was not designed and produced to its individual requirements and that it is responsible for its selection.
Forbidden shall not be liable to the Licensee for any loss or damage arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of this Licence except where made fraudulently.
Subject to the foregoing, all conditions, warranties, terms and undertakings express or implied statutory or otherwise in respect of the Licensed Program are hereby excluded to the fullest extent permitted by law.
Limitation of liability. FORBIDDEN SHALL NOT BE LIABLE TO THE LICENSEE IN RESPECT OF ANY DEFAULT FOR LOSS OF PROFITS, GOODWILL, REVENUE OR ANY TYPE OF SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS (INCLUDING LOSS OR DAMAGE SUFFERED BY THE LICENSEE AS A RESULT OF AN ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR FORBIDDEN HAD BEEN ADVISED OF THE POSSIBILITY OF THE LICENSEE INCURRING THE SAME.
SAVE IN THE CASE OF DEATH OR INJURY RESULTING FROM ITS NEGLIGENCE, OR IN THE CASE OF FRAUD FORBIDDENS AND ANY SUPPLIERS ENTIRE LIABILITY IN RESPECT OF ANY DEFAULT SHALL BE LIMITED TO DAMAGES OF AN AMOUNT EQUAL TO THE AGGREGATE OF THE FEES PAID UNDER THIS LICENCE IN THE IMMEDIATELY PRECEDING PERIOD OF 12 MONTHS.
Confidentiality. Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the technology, know how, trade secrets, business and affairs of the other and (in the case of the Licensee Eidos) that it shall have obtained or received as a result of the discussions leading up to or the grant of this Licence save that which is:
already in its possession other than as a result of a breach of this paragraph; or
in the public domain other than as a result of a breach of this paragraph; or
required by law or a competent regulatory body to be disclosed.
Termination. This Licence may be terminated:
by the Licensee on 14 days notice if at any time it shall cease all further use of the Licensed Program (subject to the payment of all Licence Fees and Support Fees then due and payable or which would have been due and payable but for the early termination of this Licence);
forthwith by Forbidden if the Licensee fails to pay any sum due within 30 days of the due date for payment;
forthwith by either party if the other commits any material breach of any term of this Licence (other than one falling within paragraph (b) above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same;
forthwith by either party if the other shall become insolvent. For this purpose, a party shall be regarded as insolvent if it shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 (as from time to time amended and/or re-enacted) or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors, or if it shall be unable to pay its debts as they fall due or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of its business or assets, or if a petition is presented or a meeting is convened for the purpose of considering a resolution, or other steps are taken, for its winding up or for the making of an administration order (whether in or out of court), or any event analogous to any of the foregoing occurs in any jurisdiction (otherwise than for the purpose of an amalgamation or solvent reconstruction).
Any termination of this Licence shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Post-termination. Within 7 days of the termination of this Licence (howsoever and by whomsoever occasioned) the Licensee shall at the Licensors sole option either return all copies of the Licensed Program in its possession or control or shall destroy or cause the destruction of all copies of the Licensed Program and a duly authorised officer of the Licensee shall certify in writing to Forbidden that the Licensee has complied with its obligations as aforesaid.
Force majeure. Neither party will be responsible for any failure to perform its obligations (other than payment obligations) under this Licence due to reasons beyond its reasonable control, including without limitation acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods or accidents.
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Miscellaneous. The waiver by either party of a breach or default of any of the provisions of this Licence by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
If any provision of this Licence shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Licence and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
The Licensee shall not be entitled to assign or otherwise transfer this Agreement nor any of its rights or obligations hereunder.
Except to the extent expressly provided in this Licence none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is to that extent excluded.
This Licence may only be varied or amended by the written agreement of both parties. The consent of no other person is required.
Notices. Any notice to be given hereunder shall be delivered or sent by first class post to the address of the other party set out in this Licence (or such other address as may have been notified) and any such notice shall be deemed to have been served (if delivered) at the time of delivery or (if sent by post) upon the expiration of 48 hours after posting.
Law. This Licence shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts, provided always that Forbidden shall be entitled to take legal action in any other jurisdiction to protect its intellectual property (and including without limitation any confidential information) or that of its third party suppliers or licensors, or to recover any sums due under this Agreement.
The Schedule
Part A: Definitions
Default means (a) any breach by Forbidden of contractual obligations arising under this Licence; and (b) any representation, statement or tortious act or omission, including negligence, or breach of statutory duty, by Forbidden arising under or in connection with this Licence.
Delivery Date means the date on which the Licensed Program is delivered by Forbidden to the Licensee.
Eidos means Eidos Technologies Limited or any successor licensor of Forbidden
Equipment means the equipment (if any) specified in Part B of this Schedule
Forbidden means Forbidden Technologies plc (registered no. 3507286) whose principal office is at 3rd Floor, 2-4 St Georges Road, London SW19 4DP.
Licence Fees means the fees for the licence set out in Part D of this Schedule.
Licensee means the person named in Part B of this Schedule.
Licensed Program means the software program provided by Forbidden in object code form only to compress video identified in Part C of this Schedule.
Location means the location (if any) referred to in Part B of this Schedule.
Maintenance and Support means the maintenance and support (if any) set out in Part E of this Schedule.
Supplier means where applicable the authorised distributor of Forbidden who has sold a licence of the Licensed Program to the Licensee.
Support Fees means the maintenance and support fees (if any) set out in Part F of this Schedule.
Permitted User means one user at any one time
Territory means the United Kingdom or where the Licensee is located outside of the United Kingdom and has been sold a licence by the Supplier the territory allocated to the Supplier by Forbidden
Use means the use of the Licensed Program for the Licensees own business purposes (which shall not include using the Licensed Program to compress content on behalf of others) to compress video content obtained or created by the Licensee for distribution to customers of the Licensee for decompression by Forbiddens video player software for use over the Internet or via mobile telephony but no other use.
Warranty Period is defined in clause 5(b) of this Licence.
Part B: The Licensee
The company or individual registered as the user of the Licensed Program during the download of the Licensed Program.
Part C: The Licensed Program
Title (and reference): FORscene Load in the version downloaded by the Licensee at the Delivery Date.
Part D: The Licence Fees
No licence fee is due or payable for FORscene Load.
Part E: Maintenance and Support
Not applicable.
Part F: Fees for Maintenance and Support
Not applicable.