ACDSee Luxea Video Editor END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THIS SOFTWARE.
NOTICE TO USER – BY RECEIVING AND/OR USING THIS ACD SYSTEMS INTERNATIONAL INC. (“ACD”) SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING USER AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN ACD AND THE PURCHASERS, USERS OR EVALUATORS (“YOU”) OF THIS SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, REMOVE THIS SOFTWARE FROM YOUR DEVICE NOW AND, IF APPLICABLE, PROMPTLY RETURN TO ACD BY MAIL ANY COPIES OF THIS SOFTWARE AND RELATED DOCUMENTATION AND PACKAGING IN YOUR POSSESSION.

1. Definitions – “Device” means a computer hardware system (whether physical or virtual) with a storage device or a mobile device capable of running the Software and includes a hardware partition or blade. “Free Plan” means a license to Use a restricted version of this Software that You may Use, without purchasing a license, for a specified time period. “Individual Plan” means a license to Use the Software for a limited time period. “Lifetime Plan” means a license to Use the Software for an unlimited time period. “Software” means the computer software program known as ACDSee Luxea Video Editor that accompanies this Agreement and includes any available software user manuals, reference manuals and installation guides, or portions thereof, either in electronic or printed form, in any media whatsoever. “Use” of this Software means that You have loaded, installed, or run this Software on a Device.

2. Grant of Free Plan License

Subject to Your continuous compliance with this Agreement, ACD grants You a limited, non-exclusive, non-transferable, worldwide right to access and use the Free Plan version of the Software for an unlimited time period. Certain features and/or functionality of the Software may be locked or unavailable in the Free Plan. To access all the features and functionality of the Software, You must purchase a valid license from ACD or an authorized ACD reseller or distributor. For more information about purchasing a license to Use the Software, please contact ACD. ACD does not transfer title to this Free Plan version of the Software to You; the license granted to You is not a sale. Provided You comply with all the terms of this Agreement, ACD grants you the right to install and run the Free Plan version of the Software.

2.1 Free Plan Distribution – The Free Plan version of this Software may be freely distributed, provided that: (a) such distribution includes only the original archive supplied by ACD. You may not alter, delete or add any files in the distribution archive or modify this Free Plan version of the Software in any way; (b) the limited nature of this Free Plan of the Software is not misrepresented; (c) no money is charged to the person receiving this Free Plan version of the Software, beyond reasonable cost of packaging and other overhead; (d) You provide prior email or written notice to ACD that You are distributing this Free Plan version and, if it is being distributed with other media or software, ACD’s prior written approval is required. To obtain prior written approval, please contact ACD. You may be required to report to ACD the number of units of this Free Plan version of the Software distributed from time to time.

3. Grant of Individual Plan License

This section applies to Users who have purchased a license for the Software for a limited time period. Subject to Your continuous compliance with this Agreement and payment of the applicable Individual Plan fees, ACD grants You a limited, non-exclusive, non-transferable, worldwide right to access and use the Software during the period that the Individual Plan is current and active (“Individual Plan Term”). The Individual Plan Software may be installed on no more than the number of Devices allowed by the terms of Your Individual Plan. Upon the expiration or termination of the Individual Plan Term, some or all of the Software may cease to operate without prior notice and You may not Use the Individual Plan Software until You renew Your Individual Plan. If You choose not to renew Your Individual Plan license, You may use the Free Plan version of the Software. All terms related to the Software as stated in this Agreement shall remain effective and continue to apply to You and Your Use of the Software. ACD does not transfer title to this Software to You; the license granted to You is not a sale. Provided You comply with all the terms of this Agreement, ACD grants You the right to install and run the Software on one Device that You own and control.

4. Grant of Lifetime License – This section applies if You have purchased a license to Use the Software for an unlimited time period. Subject to the terms of this Agreement, ACD grants to You a limited, non-exclusive, non-transferable, worldwide license, without right to sub-license, to Use the object code version of this Software in accordance with this Agreement and any other written agreement with ACD. ACD does not transfer title to this Software to You; the license granted to You is not a sale. Provided You comply with all the terms of this Agreement, ACD grants You the right to install and run the Software on one Device that You own and control.

5. Installation and Activation of Software – You are responsible for the installation of this Software. You shall not allow others to Use, copy or evaluate copies of this Software. You may be required to activate the Software through the Internet. There are technological measures within the Software that are designed to prevent unlicensed Use of the Software. ACD will employ those measures to confirm You have a valid license for the Software.

6. Use Restrictions – Your Use of the Software is subject to the following restrictions:

(i) You shall Use this Software in compliance with all applicable laws and not for any unlawful purpose.

(ii) Each licensed copy of this Software may be used on one single Device. If You install this Software onto a multi-user platform, server or network, each and every individual user of this Software must be licensed separately or included by a multi-user or site license.

(iii) Others may not Use or install Your license for this Software.

(iv) Only one person at a time may use the Software on each Device.

(v) The components of the Software are licensed as a single unit, and You may not separate or virtualize the components and install them on different Devices. Except for the permitted use described in Section 6(vi) below, this license is for direct Use of the Software only through the input mechanisms of a device, such as a keyboard, mouse, or touchscreen. Installation of the software on a server or for Use by or through other devices connected to the server over an internal or external network and commercial hosting are expressly prohibited. For more information on multiple user scenarios and virtualization, see Section 6(ii) above and Section 6(x) below.

(vi) As an exception to the preceding restrictions, You may allow others to access the Software installed on Your Devices remotely and simultaneously from another Device only to provide You with technical support.

(vii) The assignment, sublicense, networking, sale or distribution of this Software is strictly forbidden without the prior written consent of ACD.

(viii) It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the Use of this Software.

(ix) Upon request by ACD, You agree to give ACD access to Your site during regular business hours solely for the purpose of ensuring compliance with this Agreement.

(x) You may not use hardware or software to multiplex or pool connections, or in any fashion allow multiple users or multiple Devices to access or Use the Software indirectly through a Device. Each virtual Device, and the physical Device, is considered a separate Device for purposes of this Agreement. This license allows only one installation of the Software for use on each Device permitted under the installation and use rights herein, whether that Device is physical or virtual.

7. Intellectual Property Restrictions – ACD’s name, trademarks, logo and graphics file that represents this Software shall not be used in any way to promote products developed with this Software. This Software contains copyrighted material, trade secrets and other proprietary material. You will not deliver, disclose, or convey to any third party, either directly or indirectly, the contents of this Software. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile this Software or alter or remove any proprietary rights or copyrights notice or identification which indicates ACD’s ownership of this Software. You shall not create any derivative works or other works that are based upon or derived from this Software in whole or in part. ACD retains sole and exclusive ownership of all right, title and interest in and to this Software and all intellectual property rights relating thereto. This Software is protected without limitation by Canadian and United States copyright law and international copyright treaty provisions. All rights not expressly granted hereunder are reserved for ACD.

8. Limited Warranty and Disclaimer – You hereby acknowledge that You are solely responsible for selecting and installing the Software and that the Software may not satisfy all Your requirements or be free from defects. ACD specifically does not warrant that the Software will operate uninterrupted or error free. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION BY ACD OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACD OR THEIR RESPECTIVE EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS WILL CREATE A WARRANTY. ACD DOES NOT WARRANT, GUARANTEE OR MAKE REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. IF SUCH DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS IS NOT PERMITTED BY LAW, THE DURATION OF ANY SUCH IMPLIED WARRANTIES OR CONDITIONS IS LIMITED TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

9. Limitation of Responsibility – You will indemnify, hold harmless, and defend ACD, its employees, agents and distributors against any and all claims, proceedings, demands and costs resulting from or in any way connected with Your use of this Software. IN NO EVENT WILL ACD BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE PURCHASE PRICE OF THE SOFTWARE (MAXIMUM BEING THE LESSER OF THE AMOUNT PAID BY YOU AND THE SUGGESTED RETAIL PRICE AS LISTED BY ACD) IN EXCHANGE FOR THE RETURN OF THE PRODUCT, ALL COPIES, REGISTRATION PAPERS AND MANUALS, AND ALL MATERIALS THAT CONSTITUTE A TRANSFER OF LICENSE FROM YOU BACK TO ACD. SUCH REIMBURSEMENT WILL ONLY OCCUR IF THE SOFTWARE WAS PURCHASED DIRECTLY FROM ACD. IF YOU PURCHASED THE SOFTWARE THROUGH A RESELLER, DISTRIBUTOR, RETAILER OR THIRD PARTY, YOU NEED TO REQUEST A REFUND DIRECTLY FROM SUCH PARTIES. IN NO EVENT WILL ACD ITS EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, AGGRAVATED OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THIS SOFTWARE OR THE USE OR INABILITY TO USE THIS SOFTWARE OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

10. Export Compliance – You agree not to export or re-export the Software except in compliance with international trade laws, the export laws of any country where this Software is used and the United States Department of Commerce Bureau of Industry and Security Export Administration Regulations (EAR), including but not limited to compliance with EAR restrictions on export or re-export of the Software:
i) to an embargoed country;
ii) to individuals and organizations prohibited from receiving US exports; and
iii) in support of a prohibited end use

The license granted to You under this Agreement is on the condition that You comply with applicable trade and export laws and You acknowledge that this license will be revoked if You do not comply with this section.

11. Governing Law – This Agreement shall be governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein excluding application of any conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods and excluding the International Sale of Goods Act (B.C.). You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent courts of appeal therefrom.

12. Termination – Any failure by You to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this Agreement including the license hereunder. Upon termination of this Agreement for any reason, You agree to immediately cease Use of this Software and destroy all copies of this Software. Restrictions on use, transfer and export, the provisions governing ownership and proprietary rights, limitations of liability and warranty disclaimers, governing law, and such other provisions as by their terms so provide or that may reasonably be expected to remain in force, shall survive the expiration or termination of this Agreement.

13. Consent to Use of Data – You agree that ACD may collect and use information gathered in any manner as part of the product services provided to You, if any, related to this Software. This information may include, but is not limited to, information about the Software and other ACD products and services including details of platform version, version of the Software, license status, language, usage and database. Various hardware parameters may also be collected. ACD may also use this information to provide notices to You which may be of use or interest to You. You can elect to not receive any further notices by selecting the “unsubscribe or change Your preferences” link included in every email You receive. The “unsubscribe or change Your preferences” link will allow You to visit our preference center which lists the publications You are subscribed to and allows You to unsubscribe or change Your preferences (You can log-in to the preference center once You have submitted Your e-mail address to ACD and it has been processed). The Software contains components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that ACD may automatically check the version of this Software that You are utilizing and may provide upgrades or fixes to this Software. To receive such upgrades or fixes, You must agree to the download when prompted. You are not obligated to download any upgrades or fixes to this Software that are provided by ACD. To review ACD privacy policy, please visit: https://www.acdsee.com/en/privacy-policy/.

14. General Provisions

No failure or delay in enforcing any right or exercising will be deemed a waiver of any right or remedy.

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.

This Agreement constitutes the entire agreement between You and ACD with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, understandings, representations and communications, whether oral or written.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

The English version of this Agreement shall be used for interpreting and construing the meanings of any provisions herein.

15. Third Party Software Licenses

The Software also contains software of ACD Systems International Inc. and its suppliers, and other third parties which are used in accordance with the notices reproduced below:

a) This Software contains Codejock Toolkit Pro licensed from Codejock Software. All Rights Reserved.
b) This Software contains NVIDIA CUDA Toolkit licensed from NVIDIA Corporation. All Rights Reserved.
c) This Software contains open source code Libxml2 licensed under the MIT License (MIT).
d) This Software contains icsharpcode/SharpZipLib licensed under the MIT License (MIT).
e) This Software contains software code licensed under the GNU General Public License (LGPL) version 2 or later.
f) This Software utilizes AVBlocks ™ Technology, (c) 2012 Primo Software Corporation http://primosoftware.com .

16. Copyright, Trademark and Patent Notices

ACDSee Luxea Video Editor software and documentation was designed, programmed and is Copyright (c) 2020 ACD Systems International Inc. All rights reserved worldwide. Unauthorized duplication strictly prohibited.

ACD, ACDSee, ACDSee logo, Light EQ, SeeDrive, SeePlus, Send Pix, PicaView, and Luxea are trademarks of ACD Systems International Inc. and may be registered in Canada, the United States, European Union, Japan and certain other jurisdictions.

Facebook is a registered trademark of Facebook, Inc. Twitter is a registered trademark of Twitter, Inc. Vimeo is a registered trademark of Vimeo, Inc. YouTube is a trademark or a registered trademark of Google, Inc. in the United States and/or other countries. Instagram is a registered trademark of Instagram LLC. TikTok is a registered trademark of Shenzen Jiuwei International Trading Co. Ltd.

All other marks, products and company names are the property of their respective owners.

17. Third Party Websites, Services and Software

The Software may contain links to other websites, services or software provided by third parties (Third-Party Content). Links from ACD Software to Third Party Content are provided for Your convenience only and are not investigated, monitored or checked for accuracy, appropriateness, or completeness by ACD and ACD is not responsible for any Third-Party Content accessed through ACD Software, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Content does not imply approval or endorsement thereof by ACD. If You decide to access or install the Third-Party Content, You do so at Your own risk and You should be aware that ACD terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content You navigate from the ACD Software or relating to any Third-Party Content You use or install. ACD reserves the right