BitJazz Inc. License Agreements
SheerVideo End User License Agreement

Carefully read the following license agreement. By using all or any portion of the SheerVideo software, you accept and agree to be bound by this license agreement, just as you would for any other written document signed by you. If you do not agree to this license, do not Use the software.

BY USING THIS SOFTWARE YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, DO NOT USE THE SOFTWARE.

License Grant

BitJazz Inc. hereby grants you a nonexclusive license to use one copy of SheerVideo™ (the "Software") on any single computer, provided the Software is in use on only one computer at any time. "Use" means to download, install, access, copy, execute, or otherwise benefit from the Software.

This is a license, not a sales agreement, between you, the end-user and BitJazz Inc. ("BitJazz"), a California corporation. "You" and "your" refer to any person or entity acquiring or using the Software or Documentation under the terms of this License Agreement. "We," "us" and "our" refer to BitJazz Inc.

If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network service) and one person uses that computer more than 80% of the time, then that person may also use the Software on a portable or home computer.

You may copy the Software and Documentation for back-up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed by this License Grant.

The serial number delivered to you is personal to you and cannot be disclosed to any other person other than as a transfer of all your rights as described below. The use of your serial number by anyone other than you will be deemed a willful violation of this license.

Proprietary Rights

The Software and Documentation are the intellectual property of BitJazz and are protected by United States copyright and patent law, international treaty provisions, and applicable laws of the country in which it is being used. You agree to protect all copyright and other ownership interests of BitJazz in all items in the Software and Documentation supplied under this License Agreement. You agree that all copies of the items in the Software and Documentation, reproduced for any reason by you, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the original items delivered by BitJazz.

BitJazz retains title and ownership of the items in the Software, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the Software.

Things You May Not Do

You may not:

• copy the Software except to make archival or backup copies or as provided above;
• modify or adapt the Software or merge it into another program;
• reverse-engineer, disassemble, decompile or make any attempt to discover the source code of the Software;
• place the Software onto a public or private server or network, including the Internet;
• sell, sublicense, rent, lease or lend any portion of the Software or Documentation to any third party;

Transfers

You may transfer all your rights and obligations regarding the Software and Documentation to another person or legal entity provided you transfer this Agreement and the Software and Documentation, including all copies, updates and prior versions to such person or entity and that you destroy all copies in your possession.

Term and Termination

This license agreement takes effect upon your downloading or acquisition of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. This license agreement will automatically terminate if you fail to comply with any of its terms or conditions. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

Limited Warranty

We warrant that for a period of 90 of days after delivery of this copy of the Software to you, the Software will perform in substantial accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND BITJAZZ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO THE SOFTWARE AND DOCUMENTATION OR ANY RELATED SERVICES, REGARDLESS OF WHETHER WE KNOW OR HAD REASON TO KNOW OF YOUR PARTICULAR NEEDS. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations or exclusions may not apply to you. Nothing contained in this License Agreement shall affect or prejudice your statutory rights.

Limited Remedy

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either: return the price you paid, or repair or replace the Software that does not meet the foregoing warranty if it is returned to us with a copy of your receipt.

IN NO EVENT WILL BITJAZZ BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY PROVISION OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF BITJAZZ OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY PARTY.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations or exclusions may not apply to you. Nothing contained in this License Agreement shall prejudice the statutory rights of any party dealing as a consumer.

Confidentiality

The Software and Documentation contain trade secrets and proprietary know-how that belong to BitJazz and are being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS, DATA, OR STRUCTURE, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE-SECRET RIGHTS.

General Provisions

1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior communication, advertising or representation concerning the Software.
2. This license agreement may be modified only by a writing signed by you and us.
3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
4. This license agreement is governed by the laws of the State of California, as if this contract were entered into between California residents and fully performed within California.
5. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

Downloading and installing this Software indicates your acceptance of the foregoing agreement. If you choose to decline the foregoing agreement, you should not download or install the software.