IRONYUN SOFTWARE LICENSE AGREEMENT
Thank you for choosing IronYun. This is a license agreement between you and IronYun Corporation (or, based on where you live, one of its affiliates) that describes your rights to use the software. For your convenience, we’ve organized this agreement into two parts. The first part includes introductory terms; the Additional Terms and Limited Warranty follow and contain greater detail. You should review the entire agreement, including any linked terms, because all of the terms are important and together create this contract that applies to you. You can review linked terms by pasting the forward link into your browser window.
THE ADDITIONAL TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF YOU LIVE IN THE UNITED STATES, THESE AFFECT YOUR RIGHTS TO RESOLVE A DISPUTE WITH IRONYUN, AND YOU SHOULD READ THEM CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING THE SOFTWARE, YOU AGREE TO ALL OF THESE TERMS AND CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION DURING ACTIVATION AND FOR INTERNET- BASED FEATURES OF THE SOFTWA RE. IF YOU DO NOT ACCEPT AND COMPLY WITH THESE TERMS, YOU MAY NOT USE THE SOFTWARE OR FEATURES. Instead, you should return it to the place where you purchased the software license, for a refund or credit.
How can I use the software?
We do not sell our software or your copy of it – we only license it. Under our license we grant you the right to install and run that copy, but only if you comply with all the terms of this agreement. Please refer to the Additional Terms for licenses and conditions that are specific to certain countries, Limited Rights Versions and Special Editions of the software. The components of the software are licensed as a single unit.
How do I obtain a backup copy?
You may order or download a backup copy of the software from IronYun or your distributor. You may not distribute the backup copy of the software. You may use it only to reinstall the software on the licensed computer.
Can I transfer the software to another computer or user?
You may transfer the software to another computer or user. You may transfer the software directly to a third party only as installed on the licensed computer. Before the transfer, that party must agree that this agreement applies to the transfer and use of the software.
How does Internet activation work?
Activation associates the use of the software with a specific video analytics functions, features or modules. During activation, the software may contact IronYun or its affiliate to confirm the license is associated with the licensed computer. This process is called “activation.” Because activation is meant to identify unauthorized changes to the licensing or activation functions of the software, and to otherwise prevent unlicensed use of the software, you have no right to use the software after the time permitted for activation and you may not bypass or circumvent activation. If you have not entered a software license file key during the time permitted for activation, most features of the software will stop running.
Does the software collect my personal information?
No personal information will be collected by the software. What does this agreement apply to?
This agreement applies to the software, the media on which you received the software, and also any IronYun updates, supplements, and services for the software, unless other terms come with them.
Are there things I’m not allowed to do with the software?
Yes. Because the software is licensed, not sold, IronYun reserves all rights (such as rights under intellectual property laws) not expressly granted in this agreement. In particular, this license does not give you any right to, and you may not: use or virtualize features of the software separately, publish, copy (other than the permitted backup copy), rent, lease, or lend the software; transfer the software (except as permitted by this agreement), attempt to circumvent technical protection measures in the software, reverse engineer, decompile, or disassemble the software, except if the laws where you live permit this even when our agreement does not. In that case, you may do only what your law allows. When using Internet-based features, you may not use those features in any way that could interfere with anyone else’s use of them, or to try to gain access to any service, data, account or network, in an unauthorized manner.
What about upgrading or converting the software?
If you install the software covered by this agreement as an upgrade or conversion to your existing software, then the upgrade or conversion replaces the original software that you are upgrading or converting from. You do not retain any rights to the original software after you have upgraded and you may not continue to use it or transfer it in any way. This agreement governs your rights to use the upgrade software and replaces the agreement for the software from which you upgraded.
A. LICENSE RIGHTS AND MULTI-USER SCENARIOS
Computer. In this agreement, “computer” means a hardware system (whether physical or virtual) with a storage device capable of running the software. A hardware partition or blade is considered to be a computer.
Use in a Virtualized Environment. If you use virtualization software, to create one or more virtual computers on a single computer hardware system, each virtual computer, and the physical computer, is considered a separate computer for purposes of this agreement. This license allows you to install only one copy of the software for use on one computer, whether that computer is physical or virtual. If you want to use the software on more than one computer, you must obtain separate copies of the software and a separate license for each copy. Content protected by digital rights management technology or other full-volume disk drive encryption technology may be less secure in a virtualized environment.
B. BINDING ARBITRATION AND CLASS ACTION WAIVER
Application. This Section B applies to any dispute EXCEPT IT DOES NOT INCLUDE A DISPUTE RELATING TO THE ENFORCEMENT OR VALIDITY OF YOUR, IRONYUN’S, OR EITHER OF OUR LICENSORS’ INTELLECTUA L PROPERTY RIGHTS. Dispute means any dispute, action, or other controversy between you and IronYun concerning the software (including its price) or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
Notice of Dispute. In the event of a dispute, you or IronYun must give the other a Notice of Dispute, which is a written statement of the name, address and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to IronYun Corporation, ATTN: Legal Counsel. IronYun will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your e-mail address. You and IronYun will attempt to resolve any dispute through informal negotiation within 60 days from the date the Notice of Dispute is sent. After 60 days, you or IronYun may commence arbitration.
BINDING ARBITRATION. IF YOU AND IRONYUN DO NOT RESOLVE ANY DISPUTE BY INFORMAL NEGOTIATION OR IN SMALL CLAIMS COURT, ANY OTHER EFFORT TO RESOLVE THE DISPUTE WILL BE CONDUCTED EXCLUSIVELY BY BINDING ARBITRATION. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
CLASS ACTION WAIVER. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR IRONYUN WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
Arbitration Procedure, Costs, Fees and Incentives. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and in many cases its Supplementary Procedures for Consumer-Related Disputes.
Claims or Disputes Must be Filed Within one year. To the extent permitted by law, any claim or dispute under this agreement to which Section B applies must be filed within one year in small claims court or in arbitration. The one year period begins when the claim or dispute first could be filed. If such a claim or dispute is not filed within one year, it is permanently barred.
Severability. If the class action waiver in Section B.4 is found to be illegal or unenforceable as to all or some parts of a dispute, then Section B (arbitration) will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of Section B is found to be illegal or unenforceable, that provision will be severed with the remainder of Section B remaining in full force and effect.
C. CHOICE OF LAW
The laws of the state or country where you live govern all claims and disputes under this agreement, including breach of contact claims and claims under state consumer protection laws, unfair competition laws, implied warranty laws, for unjust enrichment, and in tort. If you acquired the software in any other country, the laws of that country apply. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change those other rights if the laws of your state or country do not permit it to do so.
ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS
Third Party Programs. The software may include third party programs that IronYun, not the third party, licenses to you under this agreement. Notices, if any, for the third party program are included for your information only.
Font Components. While the software is running, you may use its fonts to display and print content. You may temporarily download the fonts to a printer or other output device to print content, and you may embed fonts in content only as permitted by the embedding restrictions in the fonts.
Media Elements. IronYun grants you a license to copy, distribute, perform and display media elements (images, clip art, animations, sounds, music, video clips, templates and other forms of content) included with the software in projects and documents, except that you may not: (i) sell, license or distribute copies of any media elements by themselves or as a product if the primary value of the product is the media elements; (ii) grant your customers rights to further license or distribute the media elements; (iii) license or distribute for commercial purposes media elements that include the representation of identifiable individuals, governments, logos, trademarks, or emblems or use these types of images in ways that could imply an endorsement or association with your product, entity or activity; or (iv) create obscene or scandalous works using the media elements.
Language Packs and Proofing Tools. If you acquire a language pack, language interface pack or proofing tool that offers additional language version support for the software, you may use the additional languages included in that pack or tool. The language packs, language interface packs and proofing tools are a part of the software and may not be used separately.
Trial and Conversion. Some or all of the software may be licensed on a trial basis. Your rights to use trial software are limited to the trial period. The trial software and length of the trial period are set forth during the activation process. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented to you at the expiration of your trial period. After the expiration of any trial period without conversion, most features of the trial software will stop running. TRIAL SOFTWARE IS LICENSED “AS-IS,” AND YOU BEAR THE RISK OF USING IT. IRONYUN GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, IRONYUN EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. See the software activation screens or other accompanying materials for subscription details. After the expiration of your subscription, most features of the software will stop running.
GEOGRAPHIC AND EXPORT RESTRICTIONS If there is a geographic region indicated on your software packaging, then you may activate the software only in that region. You must also comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use.
ENTIRE AGREEMENT This agreement (together with terms accompanying any software supplements, updates, and services that are provided by IronYun and that you use), and the terms contained in web links listed in this agreement, are the entire agreement for the software and any such supplements, updates, and services (unless IronYun provides other terms with such supplements, updates, or services). You agree that for each service that is governed by this agreement and also specific terms in this agreement, you will read the terms for that service before using the service. You understand that by using the service, you accept this agreement and the terms.
RETAIL LIMITED WARRANTY
Does IronYun provide a LIMITED WARRANTY for the software?
Yes, other than for trial software, which is licensed “as-is” and without express warranties, guarantees and conditions. IronYun warrants that properly licensed software will perform substantially as described in any IronYun materials that accompany the software. This limited warranty does not cover problems that you cause, or that arise when you fail to follow our instructions, or that are caused by events beyond IronYun’s reasonable control. The
limited warranty starts when the first user of your copy of the software acquires that copy, and lasts for one year. Any supplements, updates, or replacement software that you may receive from IronYun during that year are also covered, but only for the remainder of that one-year period or for 30 days, whichever is longer. Transferring the software will not extend the term of the limited warranty. IronYun gives no other express warranties, guarantees, or conditions. IRONYUN EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF YOUR LOCAL LAW DOES NOT ALLOW IRONYUN’S EXCLUSION OF IMPLIED WARRANTIES, THEN ANY IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY AND ARE LIMITED AS MUCH AS YOUR LOCAL LAW ALLOWS. IF YOUR LOCAL LAW REQUIRES A LONGER LIMITED WARRANTY TERM, DESPITE THIS A GREEMENT, THEN THAT LONGER TERM WILL APPLY, BUT YOU CAN RECOVER ONLY THE REMEDIES THAT ARE DESCRIBED IN THIS AGREEMENT.
What if IronYun breaches its warranty?
If IronYun breaches its limited warranty, your only remedy is the repair or replacement of the software. We also have the option to refund to you the price you paid for the software instead of repairing or replacing it. Prior to refund, you must uninstall the software and return it to IronYun with proof of purchase.
What if IronYun breaches any part of this agreement?
IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES FROM IRONYUN, YOU CAN RECOVER ONLY DIRECT DAMAGES UP TO THE AMOUNT THAT YOU PAID FOR THE SOFTWARE. YOU MAY NOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES. The damage exclusions and limitations in this agreement apply even if repair, replacement or a refund for the software does not fully compensate you for any losses or if IronYun knew or should have known about the possibility of the damages. SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THOSE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IF YOUR LOCAL LAW ALLOWS YOU TO RECOVER OTHER DAMAGES FROM IRONYUN EVEN THOUGH WE DO NOT, YOU CANNOT RECOVER MORE THAN YOU PAID FOR THE SOFTWARE.