Legal
Dreamsocket, Inc. Software Site Large License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY SUBMITTING A REGISTRATION PAGE, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between Dreamsocket, Inc., ("Dreamsocket") and the person or entity identified on the Registration Page ("Licensee"). If the Licensee is a corporation or other entity, the Licensee is the single division or business unit (“Business Unit”) that is identified on the Registration Page. This Agreement applies to the Dreamsocket media player framework computer software application downloaded from the Dreamsocket website (www.Dreamsocket.com) or obtained directly from Dreamsocket on Media or by other means, together with any updates or maintenance releases thereto and replacements therefore (the “Software”), and the supporting documentation, sample code, and materials downloaded from the Dreamsocket website with the Software (www.Dreamsocket.com), embedded in the downloaded software application, or obtained directly from Dreamsocket (the “Documentation”). The Software and the Documentation are collectively referred to as the “SDK”. This Agreement shall be effective on the date Licensee submits a registration page to Dreamsocket (the "Effective Date"). As used in this Agreement, "Media" means any object which can record information in a form that can be transferred into a computer or other device (each of which is an "Electronic Device").
LICENSE
Subject to the terms and conditions of this Agreement, the SDK is licensed, not sold, to Licensee by Dreamsocket. Dreamsocket grants to Licensee and Licensee accepts from Dreamsocket a non-exclusive, non-transferable, and revocable license granted for the Term to download and install the SDK on Electronic Devices owned or controlled by Licensee and located at the physical site address on the Registration Page (the “Site”). Licensee may make one copy of the Software licensed hereunder solely for backup or disaster recovery purposes, and may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Software as permitted hereunder. "Use" means that employees of Licensee may access, run, and otherwise interact with the SDK in accordance with the Documentation at the Site for the sole purpose of creating and developing software media applications (“Developer Applications”). The SDK may not be used as a service offered to third parties by access over a network, the internet, or by other means. Licensee may Use and modify sample code and source code (the “Provided Code”) provided with the SDK as a component of Developer Applications, subject to all of the restrictions contained in this Agreement.
RESTRICTIONS
1. General Restriction. Except as otherwise permitted by this Agreement, Licensee shall not directly or indirectly market, rent, distribute, transfer, license, sublicense, sell, make available or furnish to any third party all or any part of the SDK (in either human readable or object code form), including the Provided Code, or copies of any part thereof including in conjunction with, or as part of, Developer Applications.
2. Developer Applications that exclude the SDK. Developer Applications in object code form may be licensed or provided to third parties subject to the Distribution Restrictions below, provided that the Developer Application does not contain any part of the SDK (in human readable or object code form) or any modification of the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code.
3. Developer Applications that include the SDK. Developer Applications which include all or any part of the SDK (in human readable or object code form) or any modification to the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code, may be licensed or provided to third parties subject to the Distribution Restrictions below, only if the third party acquires a license for the SDK from Dreamsocket.
4. Distribution Restrictions. Licensee agrees that as a condition to being able to Use the SDK for development of Developer Applications, Developer Applications may only be distributed under terms and conditions that provide for a (i) limited, non-exclusive right to use the subject Developer Application with no further right to reproduce and/or distribute the Developer Application, (ii) prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the subject Developer Application, and (iii) statement that Licensee retains all right, title, and interest in the subject Developer Application. Licensee agrees that all copies of items in the SDK reproduced for any reason by Licensee will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by Dreamsocket in the SDK. Licensee shall be solely responsible for all support for any Developer Application.
OWNERSHIP RIGHTS
Dreamsocket reserves all rights not expressly granted to Licensee and retains title and full ownership of the SDK and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state or foreign laws. Dreamsocket is not obligated to provide, and Licensee acquires no right of any kind with respect to, any source code for the Software. Except as provided herein, Licensee agrees that Licensee has no right whatsoever to modify the SDK or any portion thereof in any manner. Except as provided herein, Licensee shall not, nor permit any third party to, reverse engineer, decompile, disassemble or otherwise reduce the SDK to any humanly perceivable form, and shall not modify, adapt, rent, lease, loan or create derivative works based upon the SDK or any part thereof, without express written consent of Dreamsocket. Licensee shall not Use the SDK to create, develop, or use any program, software, or service that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other programming routines intended to cause damage or detrimentally interfere with any system, data, or personal information.
TERM
Licensee’s right to Use the Software and the Documentation will commence upon the Effective Date and continue for one year (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional one year terms, commencing on the last day of the Initial Term or Renewal Term and ending twelve months thereafter (each “Renewal Term”) unless sooner terminated in accordance with the Termination section of this Agreement. As used in this Agreement, “Term” means the Initial Term and each Renewal Term.
SUPPORT
During the Initial Term, Dreamsocket shall provide to Licensee (i) all SDK updates or maintenance releases thereto and replacements therefore and (ii) email support (at support@Dreamsocket.com ) to report problems in the Use of the SDK and to seek assistance to resolve such problems (“Support”). Dreamsocket agrees to provide Support during any Renewal Term that Licensee pays the then current annual support fee for the SDK.
CONFIDENTIALITY
"Confidential Information" means the Software, the Documentation, any source code, object code, proprietary tools, knowledge or methodologies disclosed by Dreamsocket to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Dreamsocket of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Dreamsocket in any litigation brought by Dreamsocket against third parties to protect its proprietary rights in Confidential Information.
INDEMNIFICATION
Licensee agrees to defend, indemnify, and hold Dreamsocket and its suppliers harmless from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Developer Applications.
WARRANTIES
LICENSEE ACKNOWLEDGES THAT THE SDK IS PROVIDED TO LICENSEE IN “AS-IS” CONDITION WITH NO WARRANTY. DREAMSOCKET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, MEDIA, DOCUMENTATION, RELATED MATERIALS, SERVICES, AND CONTENT, INCLUDING ANY REPRESENTATION AND WARRANTY OF QUALITY OR SECURITY, AND THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT. DREAMSOCKET DOES NOT WARRANT THAT THE SDK OR ANY RELATED SERVICES OR CONTENT MEETS LICENSEE’S REQUIREMENTS, IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SDK, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
LICENSEE REPRESENTS AND WARRANTS TO DREAMSOCKET THAT THE PERSON THAT SUBMITS THE REGISTRATION PAGE IS DULY AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT IS LEGAL, VALID, AND BINDING OBLIGATION OF LICENSEE, ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH ITS TERMS.
LIMITATION OF LIABILITY
IN NO EVENT WILL DREAMSOCKET OR ANY DIRECTOR, OFFICER, EMPLOYEE, OR AFFILIATE OF DREAMSOCKET BE LIABLE TO LICENSEE OR ANY THIRD PARTY, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF DREAMSOCKET OR A DREAMSOCKET REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. DREAMSOCKET’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE LICENSE FEE PAID FOR THE SDK. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DREAMSOCKET AND LICENSEE. DREAMSOCKET WOULD NOT HAVE PROVIDED THE SOFTWARE WITHOUT SUCH LIMITATIONS.
TERMINATION
Licensee may terminate this Agreement and the License granted hereunder by giving Dreamsocket thirty (30) days written notice. Dreamsocket may terminate this Agreement and the License granted hereunder immediately without notice if: (a) Licensee shall not pay when due any sum owed hereunder and such non‑payment continues for more than thirty (30) days after written notice from Dreamsocket, (b) Licensee fails to comply with any term or condition of this Agreement or (c) Licensee shall become insolvent or shall make an assignment for the benefit of its creditors or there shall be filed by or against Licensee any bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law. All fees paid under this Agreement are non-refundable. Upon any termination of this Agreement, Licensee must immediately cease all use of the SDK and immediately destroy all complete and partial copies of the SDK, including all copies thereof. Licensee shall certify to Dreamsocket in writing that it has complied with the preceding sentence.
EXPORT RESTRICTIONS
Licensee acknowledges and agrees that the SDK is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations (the "Acts"). Licensee agrees and certifies that neither the SDK nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. Licensee agrees and certifies that Licensee is not a citizen or permanent resident of any country that is the subject of an embargo pursuant to the International Emergency Economic Powers Act nor is Licensee on the List of Specially Designated Nationals.
U.S. GOVERNMENT
The SDK is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the SDK with only those rights set forth herein. Dreamsocket, Inc., 711 Berne St., SE, Atlanta, GA 30312, United States of America.
GENERAL PROVISIONS
Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without the prior written consent of Dreamsocket. Any purported transfer or assignment not approved in writing by Dreamsocket shall be null and void.
Amendments. Dreamsocket may amend this Agreement at any time or from time to time. Any amendment to this Agreement shall be effective thirty (30) days after notice of the amendment is posted on Dreamsocket’s website www.Dreamsocket.com or ten (10) days after Licensee is notified of such amendment, which ever occurs first.
Force Majeure. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.
No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.
Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Headings. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.
Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement may be brought in any appropriate state court sitting in Fulton County, Georgia or in any federal court sitting in the Northern District of Georgia (Atlanta Division)(collectively, the “Permitted Courts”) and the parties: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.
Entire Agreement. Except as set forth in any other written agreement between Dreamsocket and Licensee, this Agreement, in conjunction with the initial or a subsequent registration page and any other schedules or exhibits attached hereto, where applicable, constitute the final, complete, and exclusive statement of the agreement between the parties in respect of the subject matter hereof. Nothing in this Agreement shall supersede any prior written agreement between Dreamsocket and Licensee.
Notices. Unless otherwise provided herein, notices given by Dreamsocket will be sent to the e-mail address or mailing address on the registration page. Notices given by Licensee to Dreamsocket must be given by e-mail to support@dreamsocket.com or such updated address as Dreamsocket may provide. Notice sent to the e-mail or conventional mailing address last provided by Licensee to Dreamsocket shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.
Dreamsocket, Inc. Software Site Medium License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY SUBMITTING A REGISTRATION PAGE, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between Dreamsocket, Inc., ("Dreamsocket") and the person or entity identified on the Registration Page ("Licensee"). If the Licensee is a corporation or other entity, the Licensee is the single division or business unit (“Business Unit”) that is identified on the Registration Page. This Agreement applies to the Dreamsocket media player framework computer software application downloaded from the Dreamsocket website (www.Dreamsocket.com) or obtained directly from Dreamsocket on Media or by other means, together with any updates or maintenance releases thereto and replacements therefore (the “Software”), and the supporting documentation, sample code, and materials downloaded from the Dreamsocket website with the Software (www.Dreamsocket.com), embedded in the downloaded software application, or obtained directly from Dreamsocket (the “Documentation”). The Software and the Documentation are collectively referred to as the “SDK”. This Agreement shall be effective on the date Licensee submits a registration page to Dreamsocket (the "Effective Date"). As used in this Agreement, "Media" means any object which can record information in a form that can be transferred into a computer or other device (each of which is an "Electronic Device").
LICENSE
Subject to the terms and conditions of this Agreement, the SDK is licensed, not sold, to Licensee by Dreamsocket. Dreamsocket grants to Licensee and Licensee accepts from Dreamsocket a non-exclusive, non-transferable, and revocable license granted for the Term to download and install the SDK on Electronic Devices owned or controlled by Licensee and located at the physical site address on the Registration Page (the “Site”). Licensee may make one copy of the Software licensed hereunder solely for backup or disaster recovery purposes, and may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Software as permitted hereunder. "Use" means that employees of Licensee may access, run, and otherwise interact with the SDK in accordance with the Documentation at the Site for the sole purpose of creating and developing software media applications (“Developer Applications”). The SDK may not be used as a service offered to third parties by access over a network, the internet, or by other means. Licensee may Use and modify sample code and source code (the “Provided Code”) provided with the SDK as a component of Developer Applications, subject to all of the restrictions contained in this Agreement. During the Term of this Agreement, the SDK is limited in use to the Business Unit named by the Licensee provided that the Business Unit has less than 50 employees.
RESTRICTIONS
1. General Restriction. Except as otherwise permitted by this Agreement, Licensee shall not directly or indirectly market, rent, distribute, transfer, license, sublicense, sell, make available or furnish to any third party all or any part of the SDK (in either human readable or object code form), including the Provided Code, or copies of any part thereof including in conjunction with, or as part of, Developer Applications.
2. Developer Applications that exclude the SDK. Developer Applications in object code form may be licensed or provided to third parties subject to the Distribution Restrictions below, provided that the Developer Application does not contain any part of the SDK (in human readable or object code form) or any modification of the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code.
3. Developer Applications that include the SDK. Developer Applications which include all or any part of the SDK (in human readable or object code form) or any modification to the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code, may be licensed or provided to third parties subject to the Distribution Restrictions below, only if the third party acquires a license for the SDK from Dreamsocket.
4. Distribution Restrictions. Licensee agrees that as a condition to being able to Use the SDK for development of Developer Applications, Developer Applications may only be distributed under terms and conditions that provide for a (i) limited, non-exclusive right to use the subject Developer Application with no further right to reproduce and/or distribute the Developer Application, (ii) prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the subject Developer Application, and (iii) statement that Licensee retains all right, title, and interest in the subject Developer Application. Licensee agrees that all copies of items in the SDK reproduced for any reason by Licensee will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by Dreamsocket in the SDK. Licensee shall be solely responsible for all support for any Developer Application.
OWNERSHIP RIGHTS
Dreamsocket reserves all rights not expressly granted to Licensee and retains title and full ownership of the SDK and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state or foreign laws. Dreamsocket is not obligated to provide, and Licensee acquires no right of any kind with respect to, any source code for the Software. Except as provided herein, Licensee agrees that Licensee has no right whatsoever to modify the SDK or any portion thereof in any manner. Except as provided herein, Licensee shall not, nor permit any third party to, reverse engineer, decompile, disassemble or otherwise reduce the SDK to any humanly perceivable form, and shall not modify, adapt, rent, lease, loan or create derivative works based upon the SDK or any part thereof, without express written consent of Dreamsocket. Licensee shall not Use the SDK to create, develop, or use any program, software, or service that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other programming routines intended to cause damage or detrimentally interfere with any system, data, or personal information.
TERM
Licensee’s right to Use the Software and the Documentation will commence upon the Effective Date and continue for one year (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional one year terms, commencing on the last day of the Initial Term or Renewal Term and ending twelve months thereafter (each “Renewal Term”) unless sooner terminated in accordance with the Termination section of this Agreement. As used in this Agreement, “Term” means the Initial Term and each Renewal Term.
SUPPORT
During the Initial Term, Dreamsocket shall provide to Licensee (i) all SDK updates or maintenance releases thereto and replacements therefore and (ii) email support (at support@Dreamsocket.com ) to report problems in the Use of the SDK and to seek assistance to resolve such problems (“Support”). Dreamsocket agrees to provide Support during any Renewal Term that Licensee pays the then current annual support fee for the SDK.
CONFIDENTIALITY
"Confidential Information" means the Software, the Documentation, any source code, object code, proprietary tools, knowledge or methodologies disclosed by Dreamsocket to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Dreamsocket of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Dreamsocket in any litigation brought by Dreamsocket against third parties to protect its proprietary rights in Confidential Information.
INDEMNIFICATION
Licensee agrees to defend, indemnify, and hold Dreamsocket and its suppliers harmless from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Developer Applications.
WARRANTIES
LICENSEE ACKNOWLEDGES THAT THE SDK IS PROVIDED TO LICENSEE IN “AS-IS” CONDITION WITH NO WARRANTY. DREAMSOCKET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, MEDIA, DOCUMENTATION, RELATED MATERIALS, SERVICES, AND CONTENT, INCLUDING ANY REPRESENTATION AND WARRANTY OF QUALITY OR SECURITY, AND THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT. DREAMSOCKET DOES NOT WARRANT THAT THE SDK OR ANY RELATED SERVICES OR CONTENT MEETS LICENSEE’S REQUIREMENTS, IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SDK, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
LICENSEE REPRESENTS AND WARRANTS TO DREAMSOCKET THAT THE PERSON THAT SUBMITS THE REGISTRATION PAGE IS DULY AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT IS LEGAL, VALID, AND BINDING OBLIGATION OF LICENSEE, ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH ITS TERMS.
LIMITATION OF LIABILITY
IN NO EVENT WILL DREAMSOCKET OR ANY DIRECTOR, OFFICER, EMPLOYEE, OR AFFILIATE OF DREAMSOCKET BE LIABLE TO LICENSEE OR ANY THIRD PARTY, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF DREAMSOCKET OR A DREAMSOCKET REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. DREAMSOCKET’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE LICENSE FEE PAID FOR THE SDK. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DREAMSOCKET AND LICENSEE. DREAMSOCKET WOULD NOT HAVE PROVIDED THE SOFTWARE WITHOUT SUCH LIMITATIONS.
TERMINATION
Licensee may terminate this Agreement and the License granted hereunder by giving Dreamsocket thirty (30) days written notice. Dreamsocket may terminate this Agreement and the License granted hereunder immediately without notice if: (a) Licensee shall not pay when due any sum owed hereunder and such non‑payment continues for more than thirty (30) days after written notice from Dreamsocket, (b) Licensee fails to comply with any term or condition of this Agreement or (c) Licensee shall become insolvent or shall make an assignment for the benefit of its creditors or there shall be filed by or against Licensee any bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law. All fees paid under this Agreement are non-refundable. Upon any termination of this Agreement, Licensee must immediately cease all use of the SDK and immediately destroy all complete and partial copies of the SDK, including all copies thereof. Licensee shall certify to Dreamsocket in writing that it has complied with the preceding sentence.
EXPORT RESTRICTIONS
Licensee acknowledges and agrees that the SDK is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations (the "Acts"). Licensee agrees and certifies that neither the SDK nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. Licensee agrees and certifies that Licensee is not a citizen or permanent resident of any country that is the subject of an embargo pursuant to the International Emergency Economic Powers Act nor is Licensee on the List of Specially Designated Nationals.
U.S. GOVERNMENT
The SDK is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the SDK with only those rights set forth herein. Dreamsocket, Inc., 711 Berne St., SE, Atlanta, GA 30312, United States of America.
GENERAL PROVISIONS
Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without the prior written consent of Dreamsocket. Any purported transfer or assignment not approved in writing by Dreamsocket shall be null and void.
Amendments. Dreamsocket may amend this Agreement at any time or from time to time. Any amendment to this Agreement shall be effective thirty (30) days after notice of the amendment is posted on Dreamsocket’s website www.Dreamsocket.com or ten (10) days after Licensee is notified of such amendment, which ever occurs first.
Force Majeure. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.
No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.
Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Headings. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.
Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement may be brought in any appropriate state court sitting in Fulton County, Georgia or in any federal court sitting in the Northern District of Georgia (Atlanta Division)(collectively, the “Permitted Courts”) and the parties: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.
Entire Agreement. Except as set forth in any other written agreement between Dreamsocket and Licensee, this Agreement, in conjunction with the initial or a subsequent registration page and any other schedules or exhibits attached hereto, where applicable, constitute the final, complete, and exclusive statement of the agreement between the parties in respect of the subject matter hereof. Nothing in this Agreement shall supersede any prior written agreement between Dreamsocket and Licensee.
Notices. Unless otherwise provided herein, notices given by Dreamsocket will be sent to the e-mail address or mailing address on the registration page. Notices given by Licensee to Dreamsocket must be given by e-mail to support@dreamsocket.com or such updated address as Dreamsocket may provide. Notice sent to the e-mail or conventional mailing address last provided by Licensee to Dreamsocket shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.
Dreamsocket, Inc. Software Site Small License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY SUBMITTING A REGISTRATION PAGE, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between Dreamsocket, Inc., ("Dreamsocket") and the person or entity identified on the Registration Page ("Licensee"). If the Licensee is a corporation or other entity, the Licensee is the single division or business unit (“Business Unit”) that is identified on the Registration Page. This Agreement applies to the Dreamsocket media player framework computer software application downloaded from the Dreamsocket website (www.Dreamsocket.com) or obtained directly from Dreamsocket on Media or by other means, together with any updates or maintenance releases thereto and replacements therefore (the “Software”), and the supporting documentation, sample code, and materials downloaded from the Dreamsocket website with the Software (www.Dreamsocket.com), embedded in the downloaded software application, or obtained directly from Dreamsocket (the “Documentation”). The Software and the Documentation are collectively referred to as the “SDK”. This Agreement shall be effective on the date Licensee submits a registration page to Dreamsocket (the "Effective Date"). As used in this Agreement, "Media" means any object which can record information in a form that can be transferred into a computer or other device (each of which is an "Electronic Device").
LICENSE
Subject to the terms and conditions of this Agreement, the SDK is licensed, not sold, to Licensee by Dreamsocket. Dreamsocket grants to Licensee and Licensee accepts from Dreamsocket a non-exclusive, non-transferable, and revocable license granted for the Term to download and install the SDK on Electronic Devices owned or controlled by Licensee and located at the physical site address on the Registration Page (the “Site”). Licensee may make one copy of the Software licensed hereunder solely for backup or disaster recovery purposes, and may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Software as permitted hereunder. "Use" means that employees of Licensee may access, run, and otherwise interact with the SDK in accordance with the Documentation at the Site for the sole purpose of creating and developing software media applications (“Developer Applications”). The SDK may not be used as a service offered to third parties by access over a network, the internet, or by other means. Licensee may Use and modify sample code and source code (the “Provided Code”) provided with the SDK as a component of Developer Applications, subject to all of the restrictions contained in this Agreement. During the Term of this Agreement, the SDK is limited in use to the Business Unit named by the Licensee provided that the Business Unit has less than 20 employees.
RESTRICTIONS
1. General Restriction. Except as otherwise permitted by this Agreement, Licensee shall not directly or indirectly market, rent, distribute, transfer, license, sublicense, sell, make available or furnish to any third party all or any part of the SDK (in either human readable or object code form), including the Provided Code, or copies of any part thereof including in conjunction with, or as part of, Developer Applications.
2. Developer Applications that exclude the SDK. Developer Applications in object code form may be licensed or provided to third parties subject to the Distribution Restrictions below, provided that the Developer Application does not contain any part of the SDK (in human readable or object code form) or any modification of the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code.
3. Developer Applications that include the SDK. Developer Applications which include all or any part of the SDK (in human readable or object code form) or any modification to the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code, may be licensed or provided to third parties subject to the Distribution Restrictions below, only if the third party acquires a license for the SDK from Dreamsocket.
4. Distribution Restrictions. Licensee agrees that as a condition to being able to Use the SDK for development of Developer Applications, Developer Applications may only be distributed under terms and conditions that provide for a (i) limited, non-exclusive right to use the subject Developer Application with no further right to reproduce and/or distribute the Developer Application, (ii) prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the subject Developer Application, and (iii) statement that Licensee retains all right, title, and interest in the subject Developer Application. Licensee agrees that all copies of items in the SDK reproduced for any reason by Licensee will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by Dreamsocket in the SDK. Licensee shall be solely responsible for all support for any Developer Application.
OWNERSHIP RIGHTS
Dreamsocket reserves all rights not expressly granted to Licensee and retains title and full ownership of the SDK and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state or foreign laws. Dreamsocket is not obligated to provide, and Licensee acquires no right of any kind with respect to, any source code for the Software. Except as provided herein, Licensee agrees that Licensee has no right whatsoever to modify the SDK or any portion thereof in any manner. Except as provided herein, Licensee shall not, nor permit any third party to, reverse engineer, decompile, disassemble or otherwise reduce the SDK to any humanly perceivable form, and shall not modify, adapt, rent, lease, loan or create derivative works based upon the SDK or any part thereof, without express written consent of Dreamsocket. Licensee shall not Use the SDK to create, develop, or use any program, software, or service that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other programming routines intended to cause damage or detrimentally interfere with any system, data, or personal information.
TERM
Licensee’s right to Use the Software and the Documentation will commence upon the Effective Date and continue for one year (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional one year terms, commencing on the last day of the Initial Term or Renewal Term and ending twelve months thereafter (each “Renewal Term”) unless sooner terminated in accordance with the Termination section of this Agreement. As used in this Agreement, “Term” means the Initial Term and each Renewal Term.
SUPPORT
During the Initial Term, Dreamsocket shall provide to Licensee (i) all SDK updates or maintenance releases thereto and replacements therefore and (ii) email support (at support@Dreamsocket.com ) to report problems in the Use of the SDK and to seek assistance to resolve such problems (“Support”). Dreamsocket agrees to provide Support during any Renewal Term that Licensee pays the then current annual support fee for the SDK.
CONFIDENTIALITY
"Confidential Information" means the Software, the Documentation, any source code, object code, proprietary tools, knowledge or methodologies disclosed by Dreamsocket to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Dreamsocket of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Dreamsocket in any litigation brought by Dreamsocket against third parties to protect its proprietary rights in Confidential Information.
INDEMNIFICATION
Licensee agrees to defend, indemnify, and hold Dreamsocket and its suppliers harmless from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Developer Applications.
WARRANTIES
LICENSEE ACKNOWLEDGES THAT THE SDK IS PROVIDED TO LICENSEE IN “AS-IS” CONDITION WITH NO WARRANTY. DREAMSOCKET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, MEDIA, DOCUMENTATION, RELATED MATERIALS, SERVICES, AND CONTENT, INCLUDING ANY REPRESENTATION AND WARRANTY OF QUALITY OR SECURITY, AND THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT. DREAMSOCKET DOES NOT WARRANT THAT THE SDK OR ANY RELATED SERVICES OR CONTENT MEETS LICENSEE’S REQUIREMENTS, IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SDK, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
LICENSEE REPRESENTS AND WARRANTS TO DREAMSOCKET THAT THE PERSON THAT SUBMITS THE REGISTRATION PAGE IS DULY AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT IS LEGAL, VALID, AND BINDING OBLIGATION OF LICENSEE, ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH ITS TERMS.
LIMITATION OF LIABILITY
IN NO EVENT WILL DREAMSOCKET OR ANY DIRECTOR, OFFICER, EMPLOYEE, OR AFFILIATE OF DREAMSOCKET BE LIABLE TO LICENSEE OR ANY THIRD PARTY, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF DREAMSOCKET OR A DREAMSOCKET REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. DREAMSOCKET’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE LICENSE FEE PAID FOR THE SDK. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DREAMSOCKET AND LICENSEE. DREAMSOCKET WOULD NOT HAVE PROVIDED THE SOFTWARE WITHOUT SUCH LIMITATIONS.
TERMINATION
Licensee may terminate this Agreement and the License granted hereunder by giving Dreamsocket thirty (30) days written notice. Dreamsocket may terminate this Agreement and the License granted hereunder immediately without notice if: (a) Licensee shall not pay when due any sum owed hereunder and such non‑payment continues for more than thirty (30) days after written notice from Dreamsocket, (b) Licensee fails to comply with any term or condition of this Agreement or (c) Licensee shall become insolvent or shall make an assignment for the benefit of its creditors or there shall be filed by or against Licensee any bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law. All fees paid under this Agreement are non-refundable. Upon any termination of this Agreement, Licensee must immediately cease all use of the SDK and immediately destroy all complete and partial copies of the SDK, including all copies thereof. Licensee shall certify to Dreamsocket in writing that it has complied with the preceding sentence.
EXPORT RESTRICTIONS
Licensee acknowledges and agrees that the SDK is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations (the "Acts"). Licensee agrees and certifies that neither the SDK nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. Licensee agrees and certifies that Licensee is not a citizen or permanent resident of any country that is the subject of an embargo pursuant to the International Emergency Economic Powers Act nor is Licensee on the List of Specially Designated Nationals.
U.S. GOVERNMENT
The SDK is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the SDK with only those rights set forth herein. Dreamsocket, Inc., 711 Berne St., SE, Atlanta, GA 30312, United States of America.
GENERAL PROVISIONS
Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without the prior written consent of Dreamsocket. Any purported transfer or assignment not approved in writing by Dreamsocket shall be null and void.
Amendments. Dreamsocket may amend this Agreement at any time or from time to time. Any amendment to this Agreement shall be effective thirty (30) days after notice of the amendment is posted on Dreamsocket’s website www.Dreamsocket.com or ten (10) days after Licensee is notified of such amendment, which ever occurs first.
Force Majeure. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.
No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.
Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Headings. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.
Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement may be brought in any appropriate state court sitting in Fulton County, Georgia or in any federal court sitting in the Northern District of Georgia (Atlanta Division)(collectively, the “Permitted Courts”) and the parties: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.
Entire Agreement. Except as set forth in any other written agreement between Dreamsocket and Licensee, this Agreement, in conjunction with the initial or a subsequent registration page and any other schedules or exhibits attached hereto, where applicable, constitute the final, complete, and exclusive statement of the agreement between the parties in respect of the subject matter hereof. Nothing in this Agreement shall supersede any prior written agreement between Dreamsocket and Licensee.
Notices. Unless otherwise provided herein, notices given by Dreamsocket will be sent to the e-mail address or mailing address on the registration page. Notices given by Licensee to Dreamsocket must be given by e-mail to support@dreamsocket.com or such updated address as Dreamsocket may provide. Notice sent to the e-mail or conventional mailing address last provided by Licensee to Dreamsocket shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.
Dreamsocket, Inc. Software Individual License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY SUBMITTING A REGISTRATION PAGE, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between Dreamsocket, Inc., ("Dreamsocket") and the person or entity identified on the Registration Page ("Licensee"). If the Licensee is a corporation or other entity, the Licensee is the single division or business unit (“Business Unit”) that is identified on the Registration Page. This Agreement applies to the Dreamsocket media player framework computer software application downloaded from the Dreamsocket website (www.Dreamsocket.com) or obtained directly from Dreamsocket on Media or by other means, together with any updates or maintenance releases thereto and replacements therefore (the “Software”), and the supporting documentation, sample code, and materials downloaded from the Dreamsocket website with the Software (www.Dreamsocket.com), embedded in the downloaded software application, or obtained directly from Dreamsocket (the “Documentation”). The Software and the Documentation are collectively referred to as the “SDK”. This Agreement shall be effective on the date Licensee submits a registration page to Dreamsocket (the "Effective Date"). As used in this Agreement, "Media" means any object which can record information in a form that can be transferred into a computer or other device (each of which is an "Electronic Device").
LICENSE
Subject to the terms and conditions of this Agreement, the SDK is licensed, not sold, to Licensee by Dreamsocket. Dreamsocket grants to Licensee and Licensee accepts from Dreamsocket a non-exclusive, non-transferable, and revocable license granted for the Term to download and install the SDK on two Electronic Devices owned or controlled by Licensee. Licensee may make one copy of the Software licensed hereunder solely for backup or disaster recovery purposes, and may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Software as permitted hereunder. "Use" means that Licensee may access, run, and otherwise interact with the SDK in accordance with the Documentation on two of Licensee’s Electronic Devices for the sole purpose of creating and developing software media applications (“Developer Applications”). The SDK may not be used as a service offered to third parties by access over a network, the internet, or by other means. Licensee may Use and modify any sample code (the “Provided Code”) provided with the SDK as a component of Developer Applications, subject to all of the restrictions contained in this Agreement. During the Term of this Agreement, Use of the SDK shall be limited to one total user (not the concurrent number of users).
RESTRICTIONS
1. General Restriction. Except as otherwise permitted by this Agreement, Licensee shall not directly or indirectly market, rent, distribute, transfer, license, sublicense, sell, make available or furnish to any third party all or any part of the SDK (in either human readable or object code form), including the Provided Code, or copies of any part thereof including in conjunction with, or as part of, Developer Applications.
2. Developer Applications that exclude the SDK. Developer Applications in object code form may be licensed or provided to third parties subject to the Distribution Restrictions below, provided that the Developer Application does not contain any part of the SDK (in human readable or object code form) or any modification of the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code.
3. Developer Applications that include the SDK. Developer Applications which include all or any part of the SDK (in human readable or object code form) or any modification to the SDK (in human readable or object code form), including the Provided Code or any modification of the Provided Code, may be licensed or provided to third parties subject to the Distribution Restrictions below, only if the third party acquires a license for the SDK from Dreamsocket.
4. Distribution Restrictions. Licensee agrees that as a condition to being able to Use the SDK for development of Developer Applications, Developer Applications may only be distributed under terms and conditions that provide for a (i) limited, non-exclusive right to use the subject Developer Application with no further right to reproduce and/or distribute the Developer Application, (ii) prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the subject Developer Application, and (iii) statement that Licensee retains all right, title, and interest in the subject Developer Application. Licensee agrees that all copies of items in the SDK reproduced for any reason by Licensee will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by Dreamsocket in the SDK. Licensee shall be solely responsible for all support for any Developer Application.
OWNERSHIP RIGHTS
Dreamsocket reserves all rights not expressly granted to Licensee and retains title and full ownership of the SDK and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state or foreign laws. Dreamsocket is not obligated to provide, and Licensee acquires no right of any kind with respect to, any source code for the Software. Except as provided herein, Licensee agrees that Licensee has no right whatsoever to modify the SDK or any portion thereof in any manner. Except as provided herein, Licensee shall not, nor permit any third party to, reverse engineer, decompile, disassemble or otherwise reduce the SDK to any humanly perceivable form, and shall not modify, adapt, rent, lease, loan or create derivative works based upon the SDK or any part thereof, without express written consent of Dreamsocket. Licensee shall not Use the SDK to create, develop, or use any program, software, or service that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other programming routines intended to cause damage or detrimentally interfere with any system, data, or personal information.
TERM
Licensee’s right to Use the Software and the Documentation will commence upon the Effective Date and continue for one year (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional one year terms, commencing on the last day of the Initial Term or Renewal Term and ending twelve months thereafter (each “Renewal Term”) unless sooner terminated in accordance with the Termination section of this Agreement. As used in this Agreement, “Term” means the Initial Term and each Renewal Term.
SUPPORT
During the Initial Term, Dreamsocket shall provide to Licensee (i) all SDK updates or maintenance releases thereto and replacements therefore and (ii) email support (at support@Dreamsocket.com ) to report problems in the Use of the SDK and to seek assistance to resolve such problems (“Support”). Dreamsocket agrees to provide Support during any Renewal Term that Licensee pays the then current annual support fee for the SDK.
CONFIDENTIALITY
"Confidential Information" means the Software, the Documentation, any source code, object code, proprietary tools, knowledge or methodologies disclosed by Dreamsocket to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Dreamsocket of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Dreamsocket in any litigation brought by Dreamsocket against third parties to protect its proprietary rights in Confidential Information.
INDEMNIFICATION
Licensee agrees to defend, indemnify, and hold Dreamsocket and its suppliers harmless from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Developer Applications.
WARRANTIES
LICENSEE ACKNOWLEDGES THAT THE SDK IS PROVIDED TO LICENSEE IN “AS-IS” CONDITION WITH NO WARRANTY. DREAMSOCKET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, MEDIA, DOCUMENTATION, RELATED MATERIALS, SERVICES, AND CONTENT, INCLUDING ANY REPRESENTATION AND WARRANTY OF QUALITY OR SECURITY, AND THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT. DREAMSOCKET DOES NOT WARRANT THAT THE SDK OR ANY RELATED SERVICES OR CONTENT MEETS LICENSEE’S REQUIREMENTS, IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SDK, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
LICENSEE REPRESENTS AND WARRANTS TO DREAMSOCKET THAT THE PERSON THAT SUBMITS THE REGISTRATION PAGE IS DULY AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT IS LEGAL, VALID, AND BINDING OBLIGATION OF LICENSEE, ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH ITS TERMS.
LIMITATION OF LIABILITY
IN NO EVENT WILL DREAMSOCKET OR ANY DIRECTOR, OFFICER, EMPLOYEE, OR AFFILIATE OF DREAMSOCKET BE LIABLE TO LICENSEE OR ANY THIRD PARTY, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF DREAMSOCKET OR A DREAMSOCKET REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. DREAMSOCKET’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE LICENSE FEE PAID FOR THE SDK. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DREAMSOCKET AND LICENSEE. DREAMSOCKET WOULD NOT HAVE PROVIDED THE SOFTWARE WITHOUT SUCH LIMITATIONS.
TERMINATION
Licensee may terminate this Agreement and the License granted hereunder by giving Dreamsocket thirty (30) days written notice. Dreamsocket may terminate this Agreement and the License granted hereunder immediately without notice if: (a) Licensee shall not pay when due any sum owed hereunder and such non‑payment continues for more than thirty (30) days after written notice from Dreamsocket, (b) Licensee fails to comply with any term or condition of this Agreement or (c) Licensee shall become insolvent or shall make an assignment for the benefit of its creditors or there shall be filed by or against Licensee any bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law. All fees paid under this Agreement are non-refundable. Upon any termination of this Agreement, Licensee must immediately cease all use of the SDK and immediately destroy all complete and partial copies of the SDK, including all copies thereof. Licensee shall certify to Dreamsocket in writing that it has complied with the preceding sentence.
EXPORT RESTRICTIONS
Licensee acknowledges and agrees that the SDK is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations (the "Acts"). Licensee agrees and certifies that neither the SDK nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. Licensee agrees and certifies that Licensee is not a citizen or permanent resident of any country that is the subject of an embargo pursuant to the International Emergency Economic Powers Act nor is Licensee on the List of Specially Designated Nationals.
U.S. GOVERNMENT
The SDK is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the SDK with only those rights set forth herein. Dreamsocket, Inc., 711 Berne St., SE, Atlanta, GA 30312, United States of America.
GENERAL PROVISIONS
Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without the prior written consent of Dreamsocket. Any purported transfer or assignment not approved in writing by Dreamsocket shall be null and void.
Amendments. Dreamsocket may amend this Agreement at any time or from time to time. Any amendment to this Agreement shall be effective thirty (30) days after notice of the amendment is posted on Dreamsocket’s website www.Dreamsocket.com or ten (10) days after Licensee is notified of such amendment, which ever occurs first.
Force Majeure. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.
No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.
Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Headings. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.
Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement may be brought in any appropriate state court sitting in Fulton County, Georgia or in any federal court sitting in the Northern District of Georgia (Atlanta Division)(collectively, the “Permitted Courts”) and the parties: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.
Entire Agreement. Except as set forth in any other written agreement between Dreamsocket and Licensee, this Agreement, in conjunction with the initial or a subsequent registration page and any other schedules or exhibits attached hereto, where applicable, constitute the final, complete, and exclusive statement of the agreement between the parties in respect of the subject matter hereof. Nothing in this Agreement shall supersede any prior written agreement between Dreamsocket and Licensee.
Notices. Unless otherwise provided herein, notices given by Dreamsocket will be sent to the e-mail address or mailing address on the registration page. Notices given by Licensee to Dreamsocket must be given by e-mail to support@dreamsocket.com or such updated address as Dreamsocket may provide. Notice sent to the e-mail or conventional mailing address last provided by Licensee to Dreamsocket shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.