RayV Broadcaster license agreement

legal documentation

IMPORTANT INFORMATION - PLEASE READ CAREFULLY: THIS RAYV BROADCASTER LICENSE AGREEMENT ("LICENSE AGREEMENT") IS THE LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND RAYV, INC. ("RAYV") FOR RAYV'S PROPRIETARY BROADCASTER SOFTWARE AND THE APPLICABLE DOCUMENTATION ("BROADCASTER SOFTWARE"). BY CLICKING "I ACCEPT", AND/OR BY DOWNLOADING, COPYING, INSTALLING THE SOFTWARE ON YOUR COMPUTER, AND/OR BY OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. BY CLICKING "I ACCEPT," YOU ARE ALSO CONSENTING TO THE SOFTWARE’S ESTABLISHMENT OF PEER-TO-PEER CONNECTIONS AS DESCRIBED BELOW IN SECTION 10. WE RECOMMEND THAT YOU KEEP A COPY OF THIS LICENSE AGREEMENT FOR YOUR RECORDS.
IF YOU DO NOT AGREE TO THIS LICENSE AGREEMENT DO NOT DOWNLOAD, COPY OR INSTALL THE SOFTWARE OR ANY PART THEREOF, AND DO NOT USE IT IN ANY MANNER WHATSOEVER.  

  1. Grant of License. Subject to the provisions contained herein and subject to payment of applicable license fees, RAYV hereby grants you a limited, non-exclusive, non-transferable license to (i) use the Broadcaster Software and install it on your computer in order to enable broadcasting of your content and/or content of your content providers ("Content") to be viewed by end users ("Viewer(s)") on-line via an internet website of your choice ("Internet"); (ii) use RAYV's code available for download from RAYV's website, which enables the Viewers to download the Viewer Software as defined below when they wish to view your Content ("RAYV Code").  Any Content broadcasted by means of the Broadcaster Software shall be distributed in a "stand alone mode" of RAYV. The Broadcaster Software and the Viewer Software shall be jointly referred to as "Software".
  2. Viewer EULA. You acknowledge and agree that any Content broadcasted by means of the Broadcaster Software may be viewed solely by means of RAYV's viewer software available for download from RAYV's website ("Viewer Software"). You further agree that your Viewers shall be required to download and install the Viewer Software, subject to their acceptance of RAYV's Viewer (end user) License Agreement set forth on RAYV's website ("Viewer EULA"), and downloaded upon installation of  each Viewer Software. You shall not permit or enable Viewers to install the Viewer Software, without  Viewer's acceptance of the Viewer EULA.
  3. Restrictions on Use.  You may not: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software; (ii) place the Software onto a server so that it is accessible via a public network. (iii) except as permitted herein, share or permit other individuals/entities to use the Software, rent, lease or transfer the Software or rights to the Software; (iv) copy the Software, except for one copy for back-up or archival purposes, provided any such copy must contain all of the original Software's proprietary notices; (v) delete or modify any attributions, legal notices or other proprietary designations or labels on the Software, or on any third-party software/material. (vi) use the Software by itself or in conjunction with any other products to infringe upon any third party's rights, including without limitation third party's intellectual property rights, to invade users privacy in any way, or to track, store, transmit or record personal information about any other user of the Software, broadcasters or viewers; (vii) interfere with the "stand alone mode" distribution. RAYV may but is not obligated to conduct random checks to ensure your compliance with the foregoing restrictions. The foregoing shall apply to the RAYV Code respectively. Any such forbidden use shall immediately and automatically terminate your license to use the Software without derogating from other remedies available to RAYV at law or in equity.
  4. Affiliates. You may use the Broadcaster Software to enable broadcast of your Content via websites of your affiliates ("Affiliates"); provided however, that you shall ensure that your Affiliates shall and shall require each of their affiliates to, comply with Sections 2 and 3 above. You are responsible for assuring the compliance of your Affiliates (including their affiliates) as to the foregoing, and shall conduct random checks to ensure such compliance. You shall indemnify RAYV for and against any loss or damages RAYV may suffer from, relating to or caused by the breach of Sections 2 and 3 by such Affiliates.
  5. Advertisements. You acknowledge and agree that RAYV may, but is not obligated to, insert advertisements at its sole discretion in the form of overlay banners and other advertising content within the RayV Viewer during any or all Viewing sessions on any RayV channel. RAYV shall make reasonable efforts to ensure that such advertisements are placed in a reasonably aesthetic manner. For avoidance of doubt, RAYV solely shall be responsible for any costs and entitled to any revenues related to or generated from such advertisements.
  6. Title and Ownership. You acknowledge and agree that the Software, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, accompanying materials, and any copies you are permitted to make under this License Agreement are owned by RAYV or its licensor's or suppliers and are protected under copyright laws and treaties. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights (including, without limitation, any patents (registered or pending), copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Software (including, without limitation, the code), are and shall remain owned solely by RAYV and/or its licensors. This License Agreement does not convey to you any interest in or to the Software, but only a limited, revocable right of use in accordance with the terms of this License Agreement. Nothing in this Agreement constitutes a waiver of RAYV’s intellectual property rights under any law.
  7. Third Party Software. Any third party software that may be provided with the Software is included for use at your option. Such third party software is provided under the terms of the license attached/linked thereto or, if no such license is attached, such third party software is provided AS IS. RAYV is not liable for any losses or damages which may occur resulting from the use of any third party software.
  8. Open Source Code. You acknowledge that various open source code components are included in the Software ("Open Source Code(s)"). Such Open Source Codes are licensed under the terms of applicable open source license agreements included in the materials relating to such code. The Open Source Code is composed of individual software components, each of which has its own copyright and its own applicable license conditions which shall apply respectively notwithstanding any provision in this License Agreement to the contrary. For details on how you may obtain the Open Source Codes at no charge and for the applicable license terms for each such Open Source Code, please go to the following web-link: http://www.rayv.com/Legal/OpenSource.
  9. Upgrades. At RAYV's sole discretion RAYV may notify you through a patch process, by email, or website posting of such updates or upgrades available for download. Some updates/upgrades may be optional and some may be mandatory in order to operate the Software. At its sole discretion, RAYV may, but is not obligated to, provide email and/or internet based support with online help. For clarification purpose, any upgrades that impact privacy of users or result in changes to this License Agreement will require your acceptance or new download of the Software.
  10. Compliance with Law and Responsibility to Content
    1. Broadcasting. This Software is intended for use only in compliance with the applicable law and only with properly licensed media and content. IT IS YOUR RESPONSIBILITY TO ASCERTAIN WHETHER ANY COPYRIGHT, PATENT OR OTHER LICENSES PERMITS, GOVERNMENTAL AUTHORIZATION OR OTHER CLEARANCES ARE NECESSARY AND TO OBTAIN ANY PERMITS AND LICENSES TO SUCH MEDIA, CONTENT AND THE BROADCASTING THEREOF VIA THE INTERNET. You undertake to use the Software only for broadcasting and/or displaying Content in accordance with all applicable laws and only to the extent you have right, license and/or other permission to broadcast and/or display such Content.
    2. Content. You  warrant and represent, and undertake to  require that your content providers shall ensure, that the Content and/or any broadcasting (transmission or retransmission) thereof via the Internet shall not violate or infringe any third party intellectual property rights (including without limiting performing rights) or any publicity or privacy right, and that the Content and/or broadcasting thereof (a) does not contain any unlawful materials under any applicable law, codes or regulations in any applicable jurisdiction (applicable to the Internet, other media or to music broadcasting via Internet), including, but not limited to, materials in defamation, theft, fraud, drug-trafficking, money-laundering or terrorism; (b) may not incite violence, cruelty or racial hatred and may not facilitate prostitution or pedophilia; (c) is not obscene, abusive, offensive or menacing; for the avoidance of doubt, RAYV HAS NO ACCESS TO AND/OR RESPONSIBILITY FOR THE CONTENT BROADCASTED BY YOU AND NO OBLIGATION TO SCREEN, REVIEW, EDIT OR MONITOR SUCH CONTENT.
    3. Disclaimer. RAYV HAS NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, UNAVAILABILITY, DEFECT, DELETION, DELAY IN OPERATION OR TRANSMISSION, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS OR ALTERATION OF, ANY CONTENT AND/OR ANY USER INFORMATION WHETHER RELATED OR UNRELATED TO THE USE OF THE SOFTWARE. RAYV DOES NOT BACKUP ANY OF THE CONTENT AND HAS NO RESPONSIBILITY FOR ANY DAMAGES WHICH MAY ACCRUE TO THE CONTENT. 
  11. Consent to Establishment of Peer-To-Peer Connections. The Software is designed to enable "peer-to-peer" connections among users and computers for purposes of direct communication, data exchange and interaction among people and machines, with minimum involvement of central computer servers.  The Software makes certain information about your account with RAYV and your computer, available to other users and computers with which you interact. Peer-to-peer data exchange occurs whenever you're using the Software and when the Software is simply running on your computer, whether or not you are actively using the Software. You acknowledge and consent to the fact that the Software creates such peer-to-peer connections, and you agree that RAYV is not responsible for the conduct of any party (or their computers) that interacts with you or your computer as a result of your installation or use of Software or services provided by RAYV. 
  12. Privacy Policy
    1. Information We Collect. When you download the Software you will be required to register as a Broadcaster and provide your name, e-mail address, country of residence and if you are older than 18 years of age (collectively, "User Information"). You will also be required to provide details regarding your channels to be broadcasted by means of our Software and the type of Content therein. When you use the Software, RayV may access, collect and use your non-personal identifiable information, such as manner, consistency, duration and other information identifying the ways in which you and/or other users as whole use the Software. RayV may collect technical information about your channels, and information about your PC, such as memory, bandwidth etc., for technical reasons and for use as provided below. This information is collected as non-individually identifiable information.
    2. Use Of Information. RayV uses User Information for providing, communications related to RayV's services or the Software such as marketing materials, notices about updates, new features and support related issues, or other information of interest to viewers regarding the above. If you are participating in our Beta Program, then ,during the beta trial period, your membership in the beta program will result in your receiving emails and other forms of communications. Once the beta period is concluded, you will be able to opt out from receiving these communications. RayV uses non-individually identifiable information and aggregate information to track usage and improve RayV's services. This non personal information may be shared with third parties, but – the individual users are not identified. RayV does not share, distribute, sell or rent any of your personal information with/to third parties, except in the following circumstances: (i) if the information is required by law or in legal process; (ii) with trusted third-party partners, subject to their consent to comply with RayV's privacy policy; (iii) in the event of assignment under merger and/or acquisition transaction.
    3. All conduct and communications in connection with this License Agreement or the use of the Software are governed by RAYV's Privacy Policy.
  13. Changes to Software or License Agreement. RAYV may change, modify, suspend, or discontinue any aspect of the Software or related services at any time. RAYV may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability. RAYV reserves the right, at its sole and absolute discretion, to change, modify, add to or delete any of the terms and conditions of this License Agreement at any time, including without limitation the availability of any feature of the Software, the bandwidth and storage allotted for any of RAYV's services. Material changes will be disclosed to you through a patch process, by email, or through website posting. Except for material changes to this License Agreement which shall be subject to your specific acceptance, your continued use of the Software, following any revision of the Software or this License Agreement, constitutes your complete and irrevocable acceptance of any and all such changes.
  14. Warranty Disclaimer. THE SOFTWARE AND ANY OF RAYV SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAYV DISCLAIMS ALL WARRANTIES; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. MOREOVER, RAYV IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER SYSTEMS OR EQUIPMENT, SERVERS, PROVIDERS, SOFTWARE, OR ANY FAILURE DUE TO TECHNICAL PROBLEMS INCLUDING ANY INJURY OR DAMAGE TO ANY USER OR TO ANY PERSONAL COMPUTER RELATED TO OR RESULTING FROM DOWNLOAD OR USE OF THE SOFTWARE.
  15. Exclusion of Consequential Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL RAYV OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF DATA OR BUSINESS INFORMATION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES.
  16. Limitation of Liability. IN NO EVENT SHALL RAYV'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS OR DAMAGES SHALL EXCEED $10 USD, EVEN IF RAYV HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
  17. Immediate Termination. Without prejudice to any other rights, this License Agreement and your right to use this Software automatically terminates if you fail to comply with any material provision of this License Agreement. RAYV may terminate this License Agreement at any time with or without prior notice and you may terminate this license at any time by stopping your use thereof.
  18. Indemnity. You undertake to compensate, indemnify and hold harmless, and agree to defend RayV against any third-party claim or action brought against RayV or any of its parent, subsidiary or affiliated companies, its or their directors, officers, employees or assigns, from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including legal fees and costs) arising out of or in connection with any acts or omissions by you or breach of your obligations and/or warranties herein.
  19. Miscellaneous. This License Agreement shall constitute the complete and exclusive agreement between us and may be amended in writing only. RAYV'S ACCEPTANCE OF YOUR USE OF THE BROADCASTER SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.  This Agreement shall be construed and governed in accordance with the laws of Israel (regardless of its conflict of law provisions). Failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. In the event of dispute between the Parties hereto concerning this Agreement, any and all legal costs, and reasonable attorney's fees, incurred by the prevailing Party in connection with such dispute, shall be paid by the non-prevailing Party. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.