Terms & Conditions – Smart Video Replay

Smart Video Replay

Software Purchase Agreement and

End User License Agreement

Smart Video Replay, Inc. (“Seller”) hereby grants to the purchaser (“Purchaser”) of the Smart Video Replay software program (“Software Product”) which consists of the Smart Video Replay Server software program (“Server Software Product”) and the Smart Video Replay Client software product (“Client Software Product”), a non-exclusive and non-transferable right to use and configure the Software Product solely for Purchaser’s internal operations in perpetuity but subject to the terms and conditions set forth in this Purchase Agreement. Seller is not granting Purchaser, either directly or by implication, any right, title or interest in Seller’s Software Product, application, software, code and/or systems. Purchaser is only acquiring the perpetual right to utilize the run-time version of Seller’s Software Product that is current as of the time of the Purchaser’s initial purchase and download of the Software Product from the Seller’s website. Seller permits Purchaser and Purchaser agrees to install one instance of the Server Software Product and Seller permits Purchaser to install unlimited instances of the Client Software Product. Seller permits Purchaser to create one backup of the Software Product. Purchaser agrees not to disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, or derive code from Seller’s Software Product, application, software, code and/or systems, or permit or encourage any third party to do so. Under no event may the Purchaser use the Software Product or user documentation to develop a competing software product. Under no event may the Purchaser permit others to use the Software Product or user documentation to develop a competing software product. Under no event shall Purchaser transfer, assign and/or sell the run-time version, the object code or the source code of Seller’s Software Product, application, software, code and/or systems to any person or entity. Seller is not responsible or required to maintain or update the Software Product or provide Purchaser support in its installation, set-up or operation. The Purchaser agrees the Software Product is provided to the Purchaser “as is,” with all faults and without warranties of any kind. The Seller does not guarantee that the Software Product will be error-free or that the Software Product will be free from attack from computer viruses or other system threats. The Seller also does not warrant that the Software Product will meet Purchaser’s expectations or that the Software Product will be suitable for the Purchaser’s particular purposes. The Purchaser agrees the purchase of the Software Product is final and without a trial period and without any expectation or right to a refund from the Seller. It is the responsibility of the Purchaser to back up their system including, without limitation, any data that the Purchaser may use or possess in connection with the Software Product. While the Seller is not required to do so, the Seller may produce minor and major updates and upgrades of the Software Product, and if so, such updates and upgrades may be offered to Purchaser from the Seller for no cost or at an additional cost based solely on the discretion of the Seller. If Purchaser decides not to download an upgrade provided by the Seller, the Purchaser understands they risk the Software Product becoming unusable. The validity and interpretation of this Agreement and the rights and obligations of the parties here-under shall be governed by the laws of the State of Florida, without regard to the principles of Florida’s conflicts of laws thereof. The Purchaser agrees that any arbitration, legal suit, action or proceeding arising out of or relating to this Agreement or any dispute shall be commenced in Pensacola, Florida, and Purchaser and the Seller each irrevocably submit to the exclusive jurisdiction and venue of any such proceeding. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, the validity and enforce-ability of all of the remaining provisions hereof shall not be affected thereby. If Purchaser fails to abide by the terms of this Agreement, the Seller reserves the right to terminate this Agreement by written notice to the Purchaser, in which case the Purchaser’s right to use the Software Product terminates and the Purchaser is required to stop using the Software Product. Additionally, the Software Product must be uninstalled immediately. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements, warranties, representations, and agreements, oral and written, relating hereto. Any amendment hereof must be in writing and signed by both parties.

WARNING: The Software Product is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under law. Smart Video Replay will aggressively investigate and prosecute all suspected instances of software piracy, copyright, and trademark infringement.