Desktop Extension EULA
The Uploader Desktop Extension is provided to you as part of your use of the Eko Studio Services (as such term is defined under the Eko Studio Terms of Service. By downloading and installing the Desktop Extension you will be able to upload video/audio content (e.g.: footage, video clips, graphics, start/end screen images, buttons, designs, etc.) to our servers in order to create, conceptualize, tailor and customize your own Interactive Video (as such term is defined under the Eko Studio Terms of Service).
By downloading and/or installing and/or using this Uploader, you accept and agree to be bound by all the terms of this Desktop Extension End User License Agreement (the “EULA”). If you do not agree to any of the terms of this EULA, YOU ARE NOT PERMITTED TO USE the Desktop Extension, and are obligated to uninstall or erase the Desktop Extension from your personal computer.
1. Grant of License.
Interlude US, Inc. and its affiliates (“Interlude”, “we”, or “us”) grants to you a limited, non-exclusive, non-sublicensable, non-transferable license and right to install and use the Desktop Extension subject to the terms and conditions of this EULA. Notwithstanding any language in this EULA that could be interpreted otherwise, you are hereby provided with a license only and you obtain no right in or to the Desktop Extension other than such limited right to use it in accordance with the terms herein.
The Desktop Extension is protected by United States and Israel copyright and trademark laws and international treaty provisions. You may install the Desktop Extension to a single hard disk provided you keep the original copy solely for backup or archival purpose. You may not otherwise copy, reproduce or duplicate the Desktop Extension, or make any copy of the written materials accompanying the Desktop Extension.
3. Other Restrictions.
You may not assign, loan, rent or lease the Desktop Extension, or allow access to the Desktop Extension in any manner to provide any services to third parties, but you may transfer the Desktop Extension and accompanying written materials on a permanent basis provided you retain no copies, and the said transfer is part of a complete transfer of the Desktop Extension, subject to the terms of transfer thereof by which you are bound, and provided the recipient agrees to the terms of this EULA. You may not reverse engineer, decompile, disassemble, modify, translate, convert, apply or create derivative works from any procedure or process of the Desktop Extension. You may not use any part of the Desktop Extension in a way that violates the rights to privacy of any third party without the express prior consent of such third party. You may not infringe any of our proprietary rights or the intellectual property rights of any third parties, including without limitation copyrights, trademarks, designs, patents and trade secrets, whether such intellectual property is registered or not. You may not harass, stalk or conduct any other unlawful activity through the use of the Desktop Extension. You may not transmit or otherwise make available through or in connection with the Desktop Extension any computer code that is malicious by nature, and which may, or is intended to damage or hijack the operation of any hardware, Desktop Extension or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component. Your failure to comply with the provisions set forth herein may expose you to civil and/or criminal liability.
4. LIMITATION ON WARRANTY – LIMITATION OF LIABILITY.
THIS DESKTOP EXTENSION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INTERLUDE EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, NON-INTERFERENCE, ACCURACY, RELIABILITY AND QUALITY OF THE DESKTOP EXTENSION, INCLUDING AND WITHOUT DEROGATING FROM THE ABOVE, ANY WARRANTIES AND RIGHTS IMPLIED UNDER THE US UNIFORM COMMERCIAL CODE, UCITA (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT) AND COMMON LAW, REGARDLESS OF WHETHER ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL INTERLUDE BE LIABLE TO YOU FOR DAMAGES (INCLUDING ANY LOSS OF INFORMATION, PROFITS, OR SAVING, OR BUSINESS INTERRUPTION OR OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF THE DESKTOP EXTENSION OR YOUR USE OR INABILITY TO USE THE DESKTOP EXTENSION, OR ANY DAMAGE WHATSOEVER CAUSED BY THE DESKTOP EXTENSION, EVEN IF INTERLUDE OR AN AUTHORIZED INTERLUDE REPRESENTATIVE HAS BEEN INFORMED, IS AWARE, OR SHOULD HAVE BEEN AWARE OF THE POSSIBILTY OF SUCH DAMAGE.
5. Back Up Prior to Installation.
Although proper and normal installation of the Desktop Extension is considered safe and is not likely to cause any damage to your computer, unpredictable problems might occur during the installation of the Desktop Extension, which might damage the content of your hard disk. It is therefore recommended to backup all the content of the hard disk prior to the installation. In any case Interlude, its affiliates, its and their directors, officers, employees or agents assume no responsibility or liability for any damage (direct, indirect, special, incidental or consequential – including damages for loss of profits, loss of business, loss of use or data, interruption of business and the like) caused during or due to the installation.
6. Intellectual Property Rights.
You acknowledge and agree that as between you and Interlude, the Desktop Extension is the proprietary product of Interlude, and protected under national and international intellectual property laws. You further acknowledge that all right, title and interest in and to the Desktop Extension, including associated intellectual property rights, including without limitation any patents, patent applications, copyrighted material, trade secrets, and trademarks (including, but not limited to, Interlude’s name and logos), and all copies, revisions, modifications, updates and/or upgrades thereto, including all derivative works thereto, whether made by Interlude, yourself or anyone on behalf of Interlude or yourself (“Intellectual Property”), are and shall remain the sole and exclusive property of Interlude. No right, license or interest in the Intellectual Property is granted to you other than the limited license under this EULA, and you further agree that no such right, license, or interest, shall be asserted by you with respect to such Intellectual Property.
You recognize the confidential and proprietary nature of the Desktop Extension (“Confidential Information”) and that Interlude has not authorized the Desktop Extension to be used for any uses other than those specifically mentioned in this EULA.
Interlude respects your privacy and is committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you use the Desktop Extension. You hereby acknowledge and agree that the Desktop Extension may collect and process certain technical and service data, in order to assist the operability of the Desktop Extension on your personal computer in the provision of services by the Desktop Extension.
9. Third Party Software.
The term “Desktop Extension” shall not include any software, files or components which are licensed to Interlude by third parties (“Third Party Software”), and such licenses may be supplemented to this EULA. Interlude utilizes such Third Party Software according to the applicable licenses governing by such Third Party Software. The Third Party Software may include open-source software requiring the disclosure of the source code of such Third Party Software. In such case, the source code of such Third Party Software, together with its applicable license, shall be made available to you.
If any provision of this EULA is found to be unlawful, void, or unenforceable, then that provision shall be severed from this EULA and will not affect the validity and enforceability of any of the remaining provisions. This EULA contains the sole and exclusive EULA between you and Interlude relating to its subject matter. It shall not be modified or amended in any way by any purchase order or other document issued by you, and may be amended only by a written document signed by both you and Interlude and specifically referring to this EULA. This EULA shall be construed and governed in accordance with the laws of the State of New York, regardless of its conflict of laws rules. The applicable courts in New York shall have sole and exclusive jurisdiction over any dispute under this EULA or otherwise related to Eko Studio and the Eko Studio Services. The headings are for convenience only and are not to be used to interpret this EULA. The failure of either party to enforce at any time any of the provisions of this EULA will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each such provision thereafter.