CLICK WRAP LICENSE AGREEMENT

NexPlayer for Unreal

BY CLICKING THE “I ACCEPT” BUTTON, YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “I ACCEPT” BUTTON BELOW.

THIS SOFTWARE (“SOFTWARE”) IS PROVIDED UNDER THE FOLLOWING LICENSE TERMS AND CONDITIONS WHICH DEFINE WHAT YOU CAN AND CANNOT DO WITH THE SOFTWARE, AS WELL AS CONDITIONS AND LIMITATIONS ON WARRANTIES AND REMEDIES.

1. DEFINITIONS

(a) “Software” shall mean the software identified in Exhibit A of this Agreement for which the given licensing period fee is payable by electronic payment system. 

(b) “YOU” means either: (i) a corporate entity or other organization, on behalf of whom the Software will be used, if you are acting as an authorized representative of such entity or organization; or (ii) you as an individual if you are not an authorized representative of such an entity or organization. 

(c) “Run-Time Software” shall mean an executable copy of software derived from the Software (or any portion thereof).

(d) “Documents” as used in this Agreement, means product descriptions, program descriptions, users’ manuals, technical manuals, and any other writings related to Software.

(e) “LICENSEE Products” shall mean LICENSEE’s  video app made with Unreal.

(f) “NexStreaming” means NexStreaming Europe, a Spanish corporation, with its principal place of business at 16th Fl. Capitan Haya 1, 28020 Madrid, Spain.

2. GRANT OF LICENSE

(a) NexStreaming grants a non-transferable and non-exclusive license to LICENSEE to use the Software to 1) make any appropriate operations on the Software to have it integrated into LICENSEE Products, 2) demonstrate the resulting LICENSEE Products to possible authorized sub-licensees, 3) distribute to Authorized Sub-Licensee, on a sublicense basis, LICENSEE Products embedding the Software for the use by the Authorized Sub-Licensee always under the commercial conditions of this agreement and with a prior written authorization from NexStreaming (i.e. via eMail).

(b) LICENSEE agrees to use the Software in compliance with all applicable laws, ordinance, rules and regulations.

(c) Except as expressly provided in Sections 2.1, NexStreaming does not grant to LICENSEE a right to use the Software in source code or object code form, or its algorithms for any products other than for LICENSEE Products.

(d) LICENSEE shall not reverse translate, decompile, or disassemble the Software or attempt to derive the source code from the Software, in whole or in part.

3. OWNERSHIP

NexStreaming is the owner of or has the right to use Software, all copies of Software and all intellectual property rights in Software, including, but not limited to patent rights, trade secret rights, copyrights, and trademarks relating thereto.

4. PAYMENT

In consideration for the rights granted under Section 2, YOU shall pay the agreed license fee to NexStreaming by electronic payment system. 

5. LICENSE RESTRICTIONS

YOU agree to the following:

(a) YOU shall maintain as confidential and shall NOT use, publish or disclose Software, Run-Time Software or Documents, except as expressly permitted by this Agreement.

(b) YOU shall NOT remove any copyright notices, confidentiality notices, proprietary markings, notices, labels, trademarks or trade names of NexStreaming or an entity designated by NexStreaming from Software or any Documents.

(c) YOU shall NOT: (i) permit or assist a third party to use Software; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) Software, Run-Time Software or Documents or create derivative works based upon Software, Run-Time Software or Documents, or permit or assist a third party to do so; (iii) redistribute Software, Run-Time Software and Documents unless YOU has separately entered into an express, written distribution agreement with NexStreaming permitting it to do so; or (iv) rent, lease, transfer, or otherwise transfer Software, Run-Time Software or Documents or rights therein.

(d) YOU shall only use Software, Run-Time Software and Documents in a manner that complies with all applicable laws in the jurisdictions in which YOU use Software, Run-Time Software and Documents, including but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

(e) YOU shall NOT use Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, use, or the rights in, a content file or other work protected by the intellectual property related laws of any jurisdiction.

6. WARRANTY AND WARRANTY DISCLAIMER

(a) THE SOFTWARE IS LICENSED TO YOU ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEXSTREAMING MAKES, AND YOU RECEIVES, NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NEXSTREAMING DOES NOT WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. YOU ACKNOWLEDGE THAT NEXSTREAMING HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR LIABILITY OTHER THAN AS STATED IN THIS AGREEMENT.

(b) NEXSTREAMING SHALL NOT BE LIABLE TO YOU OR TO ANY OF YOUR SUBLICENSEES, CUSTOMERS, OR END-USERS FOR ANY LOSS OF PROFIT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE LICENSING OR USE OF THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE.  The maximum liability of NexStreaming arising out of or in connection with any license, use or other employment of any Software downloaded to YOU under this Agreement, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual amounts paid to NexStreaming by YOU during the given licensing period to the date such claim arose for the Software.

7. Support and Maintenance

Not included in the license

8. Indemnification

(a) YOU acknowledge and agree that the Software has been developed based on industry recognized standards, including, but not limited to, the JPEG standard, MPEG standards, and software programs published by industry recognized standards bodies, and this Agreement does not convey a license to any intellectual property rights owned by third parties in relation to the standards and that YOU are solely responsible for any claims related to YOUR use and distribution of the Software.

(b) Notwithstanding the above, YOU acknowledge that the software listed in Section 13 (“Open source Software”) has been developed using the open source that are freely distributed under the relevant license, and agree to comply with the requirements specified in the license.

9. TERM AND TERMINATION

The license rights granted above are effective from the date the Software is downloaded and for the given licensing period thereafter. Upon expiry or termination of the license granted herein, YOU must immediately destroy Software and Documents, together with all copies, adaptations and merged portions in any form or return same to NexStreaming, at NexStreaming’s option. The provisions of Section 8 shall survive termination of this Agreement.

10. MODIFICATION OF AGREEMENT

The terms and conditions contained in Agreement may be modified only by a writing signed by the duly authorized representatives of both parties, provided that NexStreaming shall be entitled to modify or update the Software with mere confirmation of YOU.

11. GOVERNING LAW AND DISPUTE RESOLUTION

The parties to this Agreement will work together in good faith to remedy any technical, business, legal or other difficulties which may arise in connection therewith.  In the event disputes do arise between the parties, out of or in relation to or in connection with this Agreement or for the breach thereof, they shall be finally settled by arbitration in Madrid, Spain, in accordance with the Commercial Arbitration Rules of the Spanish Commercial Arbitration Board by one or three arbitrators appointed in accordance with the said Rules. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

This Agreement shall be governed by the laws of the Kingdom of Spain.

12. MISCELLANEOUS

(a) YOU will be fully accountable and responsible for actions of any of its officers, employees, subsidiaries or affiliates, which constitute a breach of its obligations under this Agreement, whether such actions are authorized or not. YOU undertake, at its own expense, to enforce the obligations under this Agreement against such employees, subsidiaries, affiliates, business partners, and clients.

(b) YOU may not assign any of its rights, obligations or privileges hereunder without the prior written consent of NexStreaming.

(c) Waiver by either party of a breach of any provision of Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. The relationship of the parties hereunder is that of independent contractors. In the event that any provision of Agreement is held to be unenforceable, Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties.

EXHIBIT A

SOFTWARE

NexPlayer for Unreal

13. PUBLIC AND THIRD PARTY SOFTWARE

The Software may contain one or more of the following public and third party software.

• AES-128 (for HTTP Live Streaming) was implemented partially based on open source code “fast cryptography (http://fastcrypto.org/)

• SL (Secured Socket Layer) (for HTTPS) was utilized by using the code from OpenSSL (http://www.openssl.org/) which is licensed under both the conditions of the OpenSSL License and the original SSLeay license. (http://www.openssl.org/source/license.html)