License Agreement, Terms and Conditions of Use and Disclaimer

**Last Revised: March 18, 2021**

Color Trix Limited of Holed Stone Barn, Stisted Cottage Farm Hollies Road, Bradwell, Braintree, Essex, United Kingdom, CM77 8DZ (“Color Trix”) with this end-user licence agreement (“EULA”) grants you permission to download, install and use Color Finale Transcoder provided that you agree to these terms, conditions and disclaimer of liability.

USE OF COLOR FINALE TRANSCODER IN ANY MANNER WILL BE CONSIDERED ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT DOWNLOAD OR STOP DOWNLOADING COLOR FINALE Transcoder NOW BY CLICKING ON THE "CANCEL" BUTTON BELOW OR THIS LICENCE SHALL COME INTO FULL EFFECT.

COLOR FINALE TRANSCODER IS LICENSED, NOT SOLD. YOU ARE STRONGLY ADVISED TO FIRST DOWNLOAD THE TRIAL SOFTWARE. FAILURE TO DO SO WILL AUTOMATICALLY MAKE THE LICENCE FEE NON-REFUNDABLE.

Definitions

”Content” means any content, text, documents, fonts, graphics, images, video, footage, audio, media files, data, templates, clipart, photographs, names, images, trademarks, links, or similar.

“You” means the user who enters into this Licence Agreement on his or her own behalf or on behalf of another natural person or legal entity. If You enter into this Licence Agreement on behalf of another natural person or legal entity, only this person or entity shall be party of this Licence Agreement.

SDK means Software Development Kit or any other third party software licensed by Color Trix to make Color Finale Transcoder work with footage in the output format of its licensors.

Force majeure means one or multiple circumstances beyond the reasonable control of Color Trix, including without limitation any delay caused by any act or omission of its licensors.

1. Object of Agreement

  1. Color Trix primarily supplies Color Finale Transcoder to You by making Color Finale Transcoder available for download on the Internet. Color Finale Transcoder may be made available for installation and use on a device or made available via cloud or web-based services.

  2. Color Trix may license Color Finale Transcoder with different licence models. With the transfer of Color Finale Transcoder, the applicable licence model, the term of the licence and the amount of the licence fee are determined. This Licence Agreement regulates which right of use You acquire with the respective licence model and which general rights and obligations You have.

  3. In order to use Color Finale Transcoder, You must register with Color Trix and from time to time connect to the Internet in order to verify the licensing of Color Finale Transcoder. This Licence Agreement applies to each Licence Key purchased by You, and in the case of a trial, the Licence Key issued to You.

  4. Color Trix will not provide maintenance and support of Color Finale Transcoder under this Licence Agreement, unless otherwise specified in the respective licence model.

  5. Color Trix may, at its sole discretion, provide documentation for Color Finale Transcoder in electronic form to You, whereas Color Trix retains all intellectual property rights in the documentation.

  6. Any online service facilitated and/or arranged by Color Trix to operate in conjunction with Color Finale Transcoder shall be governed by a separate Licence Agreement, and not by this Agreement.

  7. Color Finale Transcoder is licensed, not sold. Except as expressly granted in this Licence Agreement, there are no other licenses granted to You, express, implied, by way of estoppel or otherwise. Color Trix reserves all rights not granted in this Licence Agreement.

  8. You are licensed to use Color Finale Transcoder as expressly set out in this Licence from your first use of Color Finale Transcoder until termination of this Licence.

2. Versions

Color Finale Transcoder may be supplied as a Trial Licence, a Perpetual Licence, or a Subscription.

  1. The Trial Licence grants You a non-exclusive, non-transferable, sub-licensing-disallowed and personalised right to activate and run Color Finale Transcoder on 2 devices for a time-limited period defined at its sole discretion by Color Trix. You may use the Trial Licence to test Color Finale Transcoder for compatibility with your computer and the suitability of Color Finale Transcoder for your workflow and environment.

  2. The Perpetual Licence grants You a perpetual, remunerable, non-exclusive, non-transferable, sub-licensing-disallowed and personalised right to activate and run Color Finale Transcoder on 2 devices, but not concurrently. You may deactivate the licence on one computer and re-activate the licence on another computer by yourself 3 times by using the online Licence Manager if the computer the licence was installed on originally has been lost or has become unusable. Any further licence deactivations/re-activations are to be requested by email subsequent to which Color Trix will inform You of its decision within 14 days and any decision or action by Color Trix shall be final and conclusive. As a component of the Perpetual Licence, Color Trix may provide You with generally available updates at its sole discretion. Unless otherwise explicitly agreed in writing, this Perpetual License shall not include upgrades, maintenance and support of the Perpetual License.

  3. With a Subscription Licence, You will receive the time-limited, remunerable, non-exclusive, non-transferable, sub-licensing-disallowed and personalised right to to activate and run Color Finale Transcoder on 1 device. As a component and during the term of the Subscription Licence, Color Trix shall provide You with generally available updates and upgrades to Color Finale Transcoder, whereas the licence shall not include other maintenance and support services.

    1. With the transfer of Color Finale Transcoder, the limited term of the Subscription Licence shall be determined. The Subscription Licence shall automatically renew by the same term, unless Color Trix or You terminate the Subscription Licence giving 30 days’ notice to the end of the then-current term. During the term, ordinary termination of the Subscription Licence is excluded.

    2. The licence fee is due at the first transfer of Color Finale Transcoder and at each extension of the term. The granting of the right of use is subject to the condition that You pay the license fee due.

  4. You may use any version of Color Finale Transcoder available, but not concurrently. Color Trix may, at its sole discretion, limit the right to use to versions of Color Finale Transcoder not more than 3 years old.

3. Your Rights and Permitted Use

  1. The licence granted to You is limited, non-transferable, non-exclusive, and sub-licensing-disallowed. You may only use Color Finale Transcoder when it is activated with a valid Licence Key. Except to the extent any rights cannot be excluded by law and subject to the restrictions as set out in Section 2, You are permitted:

    1. if You are a sole trader, to download, install, use and run 1 copy for commercial use of Color Finale Transcoder directly on each licensed computer that You personally own or control.

    2. if You are a limited company or partnership, to download, install, use and run 1 copy of Color Finale Transcoder for use either:

      1. by one specific individual on each of the licensed computers that they use that You own or control, or

      2. by multiple individuals on a single shared computer that You own or control; for example, a single employee may use Color Finale Transcoder on both their desktop and laptop computer, or multiple employees may serially use Color Finale Transcoder on a single computer used as a shared resource.

    3. if You are an educational institution, to download, install, use and run, 1 copy of Color Finale Transcoder for use either:

      1. by a single individual on each of the licensed computers that they use that You own or control, or

      2. by multiple individuals on a single shared computer that You own or control; for example, a single student may use Color Finale Transcoder on both the student’s desktop computer and laptop computer, or multiple students may serially use Color Finale Transcoder on a single computer located at a resource centre or library.

  2. Except to the extent expressly allowed in this Licence:

    1. You are not permitted to run, or allow to be run, Color Finale Transcoder over a network or any other means by which it can be used simultaneously on more than the number of licensed computers; and

    2. You have no right to rent, lend, lease, sell, supply, transfer or distribute, transfer, redistribute or sub-license Color Finale Transcoder.

  3. Except to the extent necessary for the normal and permitted use of Color Finale Transcoder or to the extent that such right cannot be excluded by law or to the extent required to be permitted by licensing terms governing use of open source components that may be included with Color Finale Transcoder:

    1. You have no right (and shall not permit any third party) to copy, adapt, amend, reverse engineer, decompile, disassemble, attempt to derive the source code of, create derivative works of, decrypt, modify, distribute or make error corrections to any aspect of Color Finale Transcoder in whole or in part; and

    2. You have no right to a copy of any of Color Finale Transcoder, or of any algorithms or code or other material relating to Color Finale Transcoder.

  4. Where You are supplied with any updates, upgrades or new versions of Color Finale Transcoder, the terms of this Licence shall apply to the use of such updates, upgrades or new versions unless new Licence terms accompany such updates, upgrades or new versions, in which case the new Licence terms will apply to all use of the updated, upgraded or new version of Color Finale Transcoder. Nothing in this Licence shall require Color Trix to supply You with updates, upgrades or new versions.

  5. You will comply with all laws and regulations when downloading, installing and using Color Finale Transcoder, including any laws and regulations specific to Your location of download. You must not use Color Finale Transcoder in any way to publish or transmit any illegal material or links to such material, nor to infringe the rights (including intellectual property rights) of any third party.

  6. Color Trix (or its licensors) may suspend, remove, modify or disable (or impose limits on) access to the currently available Software at any time without notice and without liability to you.

  7. A Licence Key entitles you to use available Activations with Color Finale Transcoder up to the number of Activations granted to you prior to downloading Color Finale Transcoder.

  8. You may make up to 3 copies of Color Finale Transcoder for operational security and back-up purposes. Such copies remain the property of Color Trix and You shall ensure that all such copies bear the same proprietary notices as the original.

  9. You must not use Color Finale Transcoder outside the scope of an economic activity (trade, business, craft, liberal profession).

  10. 4. Termination of Agreement

  11. This Licence will terminate automatically on any material breach by You of its terms.

  12. Your right of use ends with the expiry of the term of this Licence Agreement in the case of a Subscription Licence, and with a Perpetual Licence if Color Trix terminates this Licence Agreement because You have not paid the licence fees owed and due, or Color Trix or You terminate this Licence Agreement for good cause.

  13. On termination, You must cease all use of Color Finale Transcoder and delete all copies in Your possession.

  14. Any provision of this Licence which expressly or by implication is intended to come into or continue in force on or after termination of this Licence shall remain in full force and effect.

5. Warranties and limits of liability

  1. Nothing in this Licence shall operate to exclude or limit either party’s liability for:

    1. death or personal injury caused by its negligence; or

    2. fraud; or

    3. any other liability which cannot be excluded or limited under applicable law.

    4. All terms of the Licence shall take effect subject to this.

  2. In reference to Paragraph 3.9, by downloading Color Finale Transcoder, You acknowledge that consumer protection regulations do not apply to this Licence Agreement, and nothing in this Licence shall operate to include such protection.

  3. Color Finale Transcoder is supplied to You “as is” and “as available” with any and all faults and defects and without any warranties by Color Trix or its licensors of any kind.

  4. It is Your responsibility to ensure Color Finale Transcoder performs the purpose for which it is required and will function properly in the environment in which it is to be used. Its use is at Your sole risk and You are responsible for any cost of repair, corrections or servicing. You acknowledge installation of Color Finale Transcoder may affect the usability of third party software or third party services.

  5. Without limitation, please note that no representation or warranty is given by Color Trix or our licensors that:

    1. Color Finale Transcoder will meet your requirements; or

    2. any information or data provided with Color Finale Transcoder is accurate, error-free or comprehensive; or

    3. operation of Color Finale Transcoder will be uninterrupted or error free; or

    4. any content available for downloading from Color Trix is free from viruses or any other contamination or destructive features; or

    5. You will enjoy the use of Color Finale Transcoder free from interference; or

    6. Color Finale Transcoder will continue to be made available or maintained or supported or that any defects will be corrected; or

    7. Color Finale Transcoder will be compatible with any third party software, third party services, third party external services or Color Trix external services;

    8. Color Finale Transcoder or our external services or third party external services will be available or accessible in any language or from any location or are appropriate for use in any location.

  6. To the extent possible under the applicable law, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

  7. Color Trix and our licensors will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect any site, computer equipment, computer programs, data or other proprietary material due to Your use of Color Finale Transcoder.

  8. Color Trix and our licensors shall have no liability for any losses or damages which may be suffered by You (or any person claiming under or through You), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

    1. special damage even though Color Trix were aware of the circumstances in which such special damage could arise; and/or

    2. loss of profits; or

    3. loss of anticipated savings; or

    4. loss of business opportunity; or

    5. loss of goodwill; or

    6. loss or corruption of data.

  9. The total liability of Color Trix, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed the total sums payable by You to Color Trix Limited for use of Color Finale Transcoder.

  10. You agree that, in entering into this Licence, either You did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence or (if You did rely on any representations, whether written or oral, not expressly set out in this Licence) that You shall have no remedy in respect of such representations and (in either case) Color Trix shall have no liability other than in accordance with the express terms of this Licence.

  11. Color Trix is liable without limitation for intent and gross negligence, for injury to life, limb or health, in accordance with the provisions of the German Product Liability Act.

  12. The liability of Color Trix for slightly negligent violations of primary obligations is limited to direct damages, which are typical for this Licence Agreement and were foreseeable when it was concluded. Primary obligations are obligations on our part which enable the fulfilment of this Licence Agreement, i.e. which are prerequisites for the execution of this Licence Agreement and on which You must be able to rely. In case of slight negligence Color Trix is not liable for lost profit on Your part.

  13. Otherwise the liability of Color Trix is excluded.

6. Force Majeure

  1. Notwithstanding anything else contained in this Agreement, Color Trix shall not be liable for any delay in performing or the inability to perform its obligations to You if such delay or inability is caused by circumstances beyond its reasonable control including, without limitation:

    1. any such delay caused by the act or omission of Color Trix’s licensors, or

    2. the decision of one or several of Color Trix’s licensors to terminate the development or the distribution of or to alter the capabilities to integrate the SDK needed to make Color Finale Transcoder work, or

    3. the decision of one or several of Color Trix’s licensors to exclude certain camera models from the SDK, preventing Color Trix from making Color Finale Transcoder work with all or the latest or obsolete camera models of said licensors.

7. US Government End Users

Color Finale Transcoder and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users:

  1. only as Commercial Items and

  2. with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

8. Export Control

Neither party shall export, directly or indirectly, any technical data or information acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including the Export Control Act and United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

9. Miscellaneous

  1. This Licence and the Licence granted pursuant to this Licence are personal to You and except where expressly permitted you shall not assign the benefit of or any interest or obligation under this Licence.

  2. In reference to Paragraph 2.1, all paid Licence fees will be non-refundable if You fail to test Color Finale Transcoder by using the Trial version prior to purchasing a Licence, in particular with regard to its usability for the intended purpose, its compatibility with your computer, or for any other reason.

  3. Apart from the licensors of Color Trix and its authorised distributors, a person who is not a party to this Licence has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Licence. The consent of any third party is not required for any variation (including any release or compromise of any liability under this Licence) or termination of this Licence.

  4. All disclaimers of warranties, limitations and exclusions of damages, rights to be indemnified by You and dispute resolution shall apply to the licensors, suppliers, vendors, authorised distributors and resellers of Color Trix, all of which shall be deemed express third party beneficiaries thereof.

  5. If any court or competent authority finds that any provision of this Licence (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence shall not be affected.

  6. Except where expressly stated, no variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  7. No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No right power or remedy herein conferred upon or reserved for either party is exclusive of any other right power or remedy available to that party and each such right power or remedy shall be cumulative.

  8. This Licence (including any documents referred to in the Licence) contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.

    1. References to Color Trix and You include their permitted successors and assigns;

    2. References to statutory provisions include those statutory provisions as amended or re-enacted;

    3. References to one gender includes a reference to the other genders;

    4. References to “including” or “includes” shall be deemed to have the words “without limitation” inserted after them;

    5. Words in the singular include the plural and those in the plural include the singular; and

    6. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

  9. This Licence and any connected dispute shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts. Where any translations of this Licence are provided, the content of the English version shall take priority in cases of conflict, to the extent not prohibited by any local laws.