TechSmith Loop™ EULA
TECHSMITH LOOP™ is Copyright © 2015 TechSmith Corporation
IMPORTANT-READ CAREFULLY: This TechSmith License Agreement is a legally binding license agreement between you and TechSmith Corporation (“TechSmith”) for the TechSmith Licensed Application identified above and as further defined in this License Agreement.
BY DOWNLOADING, INSTALLING, EXECUTING, OR OTHERWISE USING THE LICENSED APPLICATION OR SERVICE IN ANY MANNER, SUCH ACTS INDICATE YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT DESIRE TO ACCEPT THIS LICENSE AGREEMENT OR AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY RETURN THE UNUSED APPLICATION TO THE PLACE FROM WHICH YOU OBTAINED IT.
THE LICENSED APPLICATION IS PROTECTED BY U.S. COPYRLGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. TECHSMITH IS AND SHALL REMAIN THE OWNER OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE LICENSED APPLICATION AND SHALL REMAIN THE OWNER OF ALL COPIES OF THE LICENSED APPLICATION. THE LICENSED APPLICATION IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.
YOU ACKNOWLEDGE AND AGREE: (A) THAT YOU ARE NOT AN OWNER OF THE LICENSED APPLICATION OR ANY COPIES OF THE LICENSED APPLICATION; (B) THAT YOU ARE A MERE LICENSEE OF A DEMO VERSION OF THE LICENSED APPLICATION FOR INSTALLATION ON AN UNLIMITED NUMBER OF WINDOWS 10 OPERATING SYSTEM ENABLED DEVICES THAT ARE AFFILIATED WITH THE MICROSOFT ACCOUNT ASSOCIATED WITH YOUR WINDOWS STORE ACCOUNT; (C) NOT TO CHALLENGE THE ENFORCEABILITY OR VALIDITY OF THIS LICENSE AGREEMENT; AND (D) NOT TO INITIATE ANY PROCEEDINGS INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
1. Acknowledgement. You acknowledge that this License Agreement is between TechSmith and you only, and that Microsoft Corporation (“Microsoft”) is not a party to this License Agreement. You acknowledge that TechSmith is solely responsible for the Licensed Application as further defined in section 2 below and the content thereof. TechSmith is willing to license the Licensed Application to you only upon the condition that you accept all the terms contained in this License Agreement and accept all of its conditions. If you do not accept all the terms and conditions of this License Agreement, then TechSmith is unwilling to license the Licensed Application to you, and you will have no right to download, install, execute or use the Licensed Application.
2. Scope of License. Subject to your compliance with the terms and conditions of this License Agreement as a condition to the license granted herein and the payment of any applicable fees, in any, TechSmith grants you a non-exclusive, non-transferable license to install an execute an unlimited number of copies of the Demo Version of the Licensed Application solely for your use on Windows 10 operating system enabled devices that are affiliated with the Microsoft account associated with your Windows Store account or any other applicable provider accounts, provided, however, that such grant does not, and will not, include any and all patent rights, and specifically excludes such rights. TechSmith reserves all rights in the Licensed Application not expressly granted to you in this Licensed Agreement. “Licensed Application” means the object code version of the TechSmith Loop software program licensed hereunder, including without limitation, all associated materials, all user documentation, and any modified, updated, or enhanced versions of such programs that TechSmith may provide. "Demo Version" as used in this License Agreement shall mean a version of the Licensed Application which may have limited features and may be limited in terms of the length of time the Licensed Application may be used and will cease operating after a predetermined amount of time (the “Demo Period") due to an internal mechanism within the Demo Version. The Licensed Application will notify you that the Licensed Application is in demo mode, which may include, but would not be limited to, watermarking.
3. Restrictions. TechSmith’s grant to you of the non-exclusive, non-transferable, limited license to install, execute, and use the Licensed Application in a manner consistent with its design, documentation, and your order, is further conditioned upon your compliance with the following conditions: except and only to the extent expressly specified in this License Agreement or applicable law, despite these limitations, you may not: (a) reproduce, publicly perform or display, create derivative works of or otherwise modify, disassemble, reverse compile or reverse engineer any part of the Licensed Application; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Licensed Application to any third party; or (c) make or grant access to the functionality of the Licensed Application through a network or file-sharing service through any hosting, application services provider, service bureau or any other types of services. Any future release, update, or other addition to functionality of the Licensed Application shall be subject to the terms and conditions of this License Agreement.
4. Maintenance and Support. You acknowledge that neither TechSmith nor Microsoft, your device manufacturer, and/or network operator (if applicable) will have any obligation to provide any maintenance or support of the Licensed Application.
5. Disclaimer of Warranty. You acknowledge that the Licensed Application and the Service as defined in section 10.1 below have not been completely tested in all situations as it is being provided in a Demo Version of the Licensed Application. Without limiting the provisions of this section, you acknowledge and agree that TechSmith has no obligation under this License Agreement to correct any defects or errors in the Licensed Application or the Service provided to you under this License Agreement, regardless of whether you inform TechSmith of such defects or errors or TechSmith otherwise is, or becomes aware of, such defects or errors. You acknowledge that the Licensed Application or the Service may contain operational malfunctions, errors, or other defects and you agree that you are entering this License Agreement solely for purposes of evaluating, testing, and using the Licensed Application and the Service and to determine whether to purchase a license for a full version of the Licensed Application.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED APPLICATION AND THE SERVICE ARE PROVIDED “AS IS” WITH ALL FAULTS AND “AS AVAILABLE, WITHOUT WARRANTY OF ANY KIND. TECHSMITH ON BEHALF OF ITSELF, MICROSOFT AND EACH OF OUR RESPECTIVE AFFILIATES, VENDORS, AGENTS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIMS ALL GUARANTIES, IF ANY, AND WARRANTIES AND CONDITIONS IN RELATION TO THE LICENSED APPLICATION, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OF ACCURACY, OF QUIET ENJOYMENT, AND NON INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TECHSMITH DOES NOT WARRANT AGAINST INTERFERENCE WITH ENJOYMENT OF THE LICENSED APPLICATION. YOUR USE OF THE LICENSED APPLICATION OR THE SERVICE IS AT YOUR OWN RISK. TECHSMITH DOES NOT WARRANT THAT THE LICENSED APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE LICENSED APPLICATION OR THE SERVICE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE, OR THAT THE OPERATION OF THE LICENSED APPLICATION OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TECHSMITH OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Some jurisdictions do not allow the exclusion of certain warranties or consumer rights, so the above limitation may not apply to you.
In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Microsoft, and Microsoft will refund the purchase price, if any, for the Licensed Application to you. To the maximum extent permitted by applicable law, Microsoft will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be TechSmith’s sole responsibility, if any responsibility so exists.
6. Product Claims. Both parties acknowledge that, except as set forth in Section14, to the extent expressly provided under the terms and conditions of this License Agreement, TechSmith is solely responsible for addressing any claims made by you or any third party relating to the Licensed Application or your possession and/or use of the Licensed Application, including, but not limited to product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
7. Intellectual Property Rights. Both parties acknowledge that in the event of any third party claim that the Licensed Application or your possession and use of the Licensed Application infringes such third party’s intellectual property rights, Microsoft will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
8. Ownership. The Licensed Application is licensed, not sold. You own the media on which the Licensed Application may be recorded, but TechSmith retains ownership of the Licensed Application and Service, including all intellectual property rights therein, including, but not limited to, any and all copyrights, trademark, trade dress, trade secret, and patent rights, whether foreign or domestic. The Licensed Application and Service are protected by United States copyright law and international treaties. As a further condition to the license granted herein, you will not delete or in any manner alter the copyright, trademark, patent and other proprietary rights notices or markings appearing on the Licensed Application or Service delivered to you.
9. Term and Termination.
9.1.1 Term. This License Agreement and the licenses granted hereunder are effective on the date you accept the terms and conditions of this License Agreement and shall continue unless this License Agreement is terminated by either party pursuant to this section.
9.1.2 Termination. TechSmith may terminate this License Agreement immediately for any or no reasons without notice to you. You may terminate this License Agreement at any time by destroying all copies of the Licensed Application in your possession or control. This License Agreement will automatically terminate without notice if you breach any term or condition of this License Agreement.
9.1.3 Survival. The following sections shall survive termination or expiration of this License Agreement for any reason; 2 (“Scope of License”), 5 (“Disclaimer of Warranty”), 7 (“Intellectual Property Rights”), 8 (“Ownership”), 9.3 (“Survival”), 13 (“Limitation of Liability”), 14 (“Your Indemnification of TechSmith”), 18 (“Injunctive Relief”) and 19 (“General”).
10.1.1 Your Videos Shared through Any Applicable Service Provider. You acknowledge that if you elect to, share, store, or host the videos you create using the Licensed Application (“your Videos”) through any applicable service provider, your Videos will be processed by the Licensed Application and may be transmitted to TechSmith’s servers, or any other applicable third party cloud service provider servers, for processing ( the “Service”); and you further acknowledge that the Service is automated and TechSmith’s personnel will not access, view or listen to any of your Content, except as reasonably necessary to perform the Services, including but not limited to, the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by TechSmith in good faith to conform to legal requirements or comply with the legal process; or to enforce this License Agreement, including investigation of a potential violation of this License Agreement.
10.1.2 Use of Your Videos shared through Applicable Service Providers. TechSmith does not verify, endorse or claim ownership in any of your Videos, but to be able to legally provide you with the Service, we have to have certain rights to use such Videos in connection with the Service, as set forth below. By uploading your Videos to any applicable service provider, you hereby grant to us, or any other applicable service provider, an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license to reproduce, distribute, publicly display, create derivative works of, and otherwise use such Videos throughout the world as necessary to provide the Service. In addition, you grant us or the applicable service provider, the right to use such Videos in a manner reasonably necessary to improve the quality of the Service.
11. Internet-Based Services and Privacy.
11.1.1 Consent for Internet-Based or Wireless Services. The Licensed Application connects to computer systems over the Internet, which may include via a wireless network. Using the Licensed Application operates as your consent to the transmission of standard device information (including, but not limited to, technical information about your device, system and application software, and peripherals) for internet-based or wireless services.
11.1.2 Misuse of Internet-based Services. You may not use any Internet-based service in any way that could harm it or impair anyone else’s use of it or the wireless network. You may not use the service to try to gain unauthorized access to any service, data, account or network by any means.
12. Acceptable Use. You are solely responsible for any and all Videos that you send using the Licensed Application or the Service including, making and keeping backup copies of the Videos.
12.1.1 Prohibited Content. You agree that you will not use the Licensed Application or the Service to send any Prohibited Content. “Prohibited Content” is a video that, (i) is offensive, contains excessive profanity, or promotes: racism, discrimination, bigotry, hatred, violence based on membership in a particular ethnic, national, linguistic, religious, or other social group or based on a person’s gender, age or sexual orientation or physical harm of any kind against any group or individual, or is pornographic or sexually explicit in nature, (ii) Bullies, harasses or advocates stalking, bullying, or harassment of another person, (iii) is false or misleading or promotes, endorses, glamorizes or furthers illegal activities in the real world or conduct that is abusive, threatening, obscene, defamatory or libelous; (iv) promotes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing links to pirated computer programs, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated videos or links to pirated images, music, videos, or movies; (v) is involved in the exploitation of persons under the age of eighteen (18); (vi) provides instructional information that facilitates or glamorizes extreme or gratuitous violence, human rights violations, or about illegal activities such as making or buying illegal weapons or illegal use of weapons against a person or animal in the real world, violating someone’s rights of publicity or privacy, or providing or creating computer viruses and other harmful code; (vii) solicits passwords or personally identifying information for commercial or unlawful purposes from other users;(viii) except as expressly approved by us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (ix) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or (x) otherwise violates the terms or conditions of this License Agreement or creates liability for us or our users.
12.1.2 Representations Regarding Your Videos. You represent and warrant that: (a) you own any Video sent by you through the Licensed Application or otherwise have the right to distribute such Video and (b) your Video does not violate the rights, including privacy rights, publicity rights, copyright rights, patents, trademarks, trade secrets, or other intellectual property rights of any person.
12.1.3 Lawful Use. You will use the Licensed Application and the Service in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. You may not use the Licensed Application or the Service for the transmission of “junk mail” or “chain letters”, unsolicited mass mailing, or “spamming.” The Licensed Application is for the personal use of users only.
13. Limitation of Liability.
IN NO EVENT WILL TECHSMITH BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED APPLICATION OR THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT TECHSMITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TECHSMITH’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER FOR DIRECT DAMAGES SHALL BE THE GREATER OF WHAT YOU PAID AS A LICENSEE FEE FOR THE LICENSED APPLICATION OR ONE U.S. DOLLAR (U.S. $1.00). THIS LIMITATION APPLIES EVEN IF REPAIR, REPLACEMENT OR REFUND OF THE LICENSED APPLICATION DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
14. Your indemnification of TechSmith. You agree to defend TechSmith from any third-party claim in connection with your use of the Licensed Application or the Service, your Videos, or the transmission of your Videos and you agree to indemnify and hold TechSmith harmless against any liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees and court costs), actually incurred in connection with any claim described above. In the event of such third-party claim, TechSmith may: (a) promptly notify you in writing of the claim; (b) provide you, at your expense, with all reasonable information and assistance to defend or settle the claim, and (c) grant you the sole authority and control of the defense and settlement of the claim, provided that you will not settle without the advance written consent of TechSmith to the terms of the settlement.
15. Legal Compliance. You may not use or otherwise export or re-export the Licensed Application or Service except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) to any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application or Service, you represent and warrant as a condition to the license granted under this License Agreement that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on a U.S. Government list of prohibited or restricted parties. You also agree that you will not use the Licensed Application or Service for any purpose prohibited by United States law.
The Licensed Application 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 (a) only as Commercial Items and (b) 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.
For information on Microsoft branded products, see www.microsoft.com/export.
16. Developer Name and Address. If you have any questions, complaints, or claims regarding this Agreement or the Licensed Application, you may contact our App License Administrator.
App Store License Administrator
2405 Woodlake Drive
Okemos, MI 48864
18. Injunctive Relief. You acknowledge and agree that any use of the Licensed Application or the Service in breach of this Agreement is likely to cause TechSmith irreparable harm for which damages will not be an adequate remedy, and that TechSmith will, therefore, be entitled to temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction to restrain such breach, without prejudice to any other right or remedy and without posting of a bond and without proof of actual damages.
20. Open Source Software. Certain items of third-party code provided by TechSmith with the Licensed Application (“Open Source Software”) may be subject to certain “open source” or “free software” licenses. This Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this License Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software.
AS STATED ABOVE, BY DOWNLOADING, INSTALLING, EXECUTING, OR OTHERWISE USING IN ANY MANNER THE LICENSED APPLICATION OR SERVICE, INDICATES YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AS A LICENSEE.
You acknowledge and agree that if any of the terms and conditions of this License Agreement are inconsistent or in conflict in any way with Microsoft’s applicable Standard Application License Terms for the Windows Store, the terms and conditions of Microsoft’s Standard Application License Terms shall apply.
TechSmith and TECHSMITH LOOP are either registered trademarks or trademarks of TechSmith Corporation in the United States and/or other countries. All other trademarks are the property of their respective owners; specifically Microsoft, Windows, Windows 10, and the Windows logo and SharePoint are trademarks of the Microsoft group of companies.