Before using VIVA software, please read these Terms carefully. These Terms are a binding legal agreement between you and Algosoft regarding your use of VIVA software. By clicking Download you are agreeing to Terms (The Term and Conditions). If you do not agree to these Terms, then you are not granted rights to use VIVA software, and you should not download VIVA software.
Terms and Conditions
Terms and Conditions of Use (“Terms”)
Last updated: June 12, 2011
Your use of VIVA software constitutes your agreement with the Terms. If you do not agree to these Terms, then you are not granted rights to use VIVA software, and you should not download VIVA software.
Algosoft reserves the right to update and change these Terms from time to time. Updates and changes to these Terms will be reflected in and accessible through the URL where such Terms first appeared. We will also update the “Last updated” date at the beginning of the Terms. Algosoft will notify registered users via email when any material changes are made to the Terms. Users should periodically review the most recent version of the Terms. Use of VIVA software after revision of the Terms constitutes acceptance of any changes.
As used herein, the following terms shall have the meanings ascribed to them in this Section, 1.
VIVA shall mean a set of technologies and software functions, libraries, interfaces developed by Algosoft Corporation to restore video content.
VIVA License shall mean Algosoft’s proprietary video content reconstruction technology, which among other features, utilizes wavelet, optic-flow and error correction algorithms. VIVA analyzes video frames and transform such frames producing new video frames of better quality.
Video frames processed by the VIVA shall mean a set of frames that generated as a final output of VIVA.
Reconstructed Video Frames shall mean video frames processed by VIVA.
2. INTELLECTUAL PROPERTY
Ownership. As between the parties, Algosoft owns all rights, title, and interest in and to all technologies, software functions, libraries, software routines, interfaces included in VIVA Software package.
Intellectual Property Rights. Algosoft shall retain all rights, title and interest in and to all intellectual property rights associated with the license hereunder. A user shall not authorize any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from
Algosoft’s technology, algorithms, databases, computer programs, ontology, directory structure, or patents, copyrights, or other proprietary rights or Algosoft’s methodology related to the creation and compilation of the content or any other information furnished to you by Algosoft, or permit any third party to attempt any of the foregoing, except to the extent, if any, permitted by applicable law.
3. SUBJECT OF THE AGREEMENT
Algosoft provides a non-exclusive license to use VIVA Software package.
VIVA Software package consists of VIVA AUTO (automatic batch mode) and VIVA LITE (manual retouch and stabilization).
VIVA AUTO (de-flicker, de-grain, de-dust, stabilization and color correction) and VIVA LITE (manual retouch and stabilization) are free for download. After applying VIVA AUTO you get restored images in a special format with logo “VIVA”. If you like the results, you send a fingerprint of the footage that you want to release and pay for it as specified in the price chart on the website.
After payment you get back the decoding file and release the footage in appropriate standard format. Afterwards the customer may use free VIVA LITE for manual retouch, stabilization, and final rendering.
Algosoft reserves the right to update and change prices with 2 months notice for registered customers.
4. REGISTRATION AND USER ACCOUNTS
In order to download VIVA software, you may be required to register and obtain an account.
provide true, accurate, current and complete information (collectively, “Registration Data”) when registering, and
update your Registration Data as necessary.
You are responsible for maintaining the confidentiality of your password and for all activities that occur through your account. You agree to immediately notify Algosoft of any unauthorized use of your password or account or any other breach of security. Algosoft will not be liable for any loss or damage arising from your failure to provide accurate information or to keep your password secure. Please use a unique combination of numbers and letters.
5. TERM AND TERMINATION
These Terms shall remain in full force and effect while you are a user of VIVA Software. You may terminate your use at any time, for any reason. Algosoft may terminate your use at any time for violation of these Terms or any laws or to protect the integrity of Algosoft, the software or services connected to VIVA software usage. Algosoft reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, VIVA software usage or any VIVA service. Algosoft shall not be liable to any user or other third party for any such modification, suspension or discontinuance. Even after your use or participation is terminated, the material terms of these Terms will remain in effect.
Upon the termination of your VIVA usage account, for any reason, including as a result of inactivity, violation of these Terms, Algosoft will close your account and you will no longer be able to retrieve materials contained in that account.
YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND ALGOSOFT AND EACH OF ALGOSOFT’S LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS (COLLECTIVELY, “ALGOSOFT INDEMNIFIED PARTIES”) FROM ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTIONS, PROCEEDINGS, LIABILITIES, DAMAGES, OR OTHER DEMANDS (“CLAIMS”) (INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, ACCOUNTING EXPENSES, AND LEGAL COSTS), ARISING DIRECTLY OR INDIRECTLY OUT OF THE BREACH OF ANY AGREEMENT,REPRESENTATION OR WARRANTY HEREUNDER, AND THE EXISTENCE, USE AND MAINTENANCE OF THE VIVA SOFTWARE AND VIVA SERVICES.
ALGOSOFT INDEMNIFIED PARTIES WILL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PARTICIPATE, THROUGH COUNSEL OF THEIR CHOICE, IN ANY DEFENSE BY YOU OF ANY CLAIM AS TO WHICH YOU ARE REQUIRED TO DEFEND, INDEMNIFY OR HOLD HARMLESS THE ALGOSOFT INDEMNIFIED PARTIES (“INDEMNIFIED CLAIM’). YOU MAY NOT SETTLE ANY INDEMNIFIED CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE CONCERNED ALGOSOFT INDEMNIFIED PARTIES.
7. DISCLAIMER OF WARRANTIES
Algosoft cannot guarantee and does not promise any specific results from use of VIVA Software. No advice or information, whether oral or written, obtained by you from Algosoft or via VIVA service will create any warranty not expressly stated herein.
ALL PRODUCTS, SERVICES, INFORMATION, CONTENT OR ANY OTHER MATERIALS OR ITEMS PROVIDED ON OR VIA VIVA SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. ALGOSOFT DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS, SERVICES OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH VIVA SOFTWARE USAGE OR ANY LINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND
ALGOSOFT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF CONTENT, PRODUCTS, SERVICES OR INFORMATION. AS WITH THE PURCHASE OF A PRODUCT, SERVICE OR INFORMATION THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
ALGOSOFT DOES NOT WARRANT THAT VIVA SERVICES WILL BE TIMELY, UNINTERRUPTED, OR SECURE. SCHEDULED AND PREVENTIVE MAINTENANCE, AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO VIVA SERVICE OR ALGOSOFT WEBSITE. WE DO NOT ASSUME RESPONSIBILITY FOR DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
YOU AGREE THAT YOUR USE OF VIVA SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ALGOSOFT AND EACH OF ITS ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH VIVA SOFTWARE AND VIVA SERVICES, YOUR USE THEREOF, PRODUCTS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS OFFERED AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF
VIVA, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM
VIVA, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO, ON OR VIA VIVA SOFTWARE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR VIA VIVA SOFTWARE OR VIVA SERVICES.
ALGOSOFT RESERVES THE RIGHT TO CHANGE ITS WARRANTY POLICY SET FORTH HEREIN, AT ANY TIME BY UPDATING THESE TERMS.
8. LIMITED LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALGOSOFT WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM: (A) RELIANCE ON
ALGOSOFT’S MATERIALS, (B) LOSS OF USE, DATA, PROFITS, GOODWILL AND/OR OTHER INTANGIBLE LOSSES (INCLUDING WITHOUT LIMITATION THE INABILITY TO USE VIVA SOFTWARE OR VIVA SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON
VIVA), OR (C) DELAYS OR BUSINESS INTERRUPTIONS ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF VIVA SOFTWARE), WHETHER BASED ON BREACH OF CONTRACT, WARRANTY BREACH, TORT, OR OTHERWISE, ARISING FROM YOUR USE OF VIVA SOFTWARE, EVEN IF ALGOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ALGOSOFT’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO US$100. YOU ACKNOWLEDGE AND AGREE THAT ALGOSOFT WOULD BE UNWILLING TO MAKE AVAILABLE VIVA SOFTWARE ABSENT THE FOREGOING LIMITATIONS OF LIABILITY, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
9. DISPUTES WITH ALGOSOFT, CHOICE OF LAW AND FORUM
This Agreement shall be governed by the laws of the state of Georgia, U.S.A., without reference to its choice of law rules. The parties agree that the forum for dispute resolution under this Agreement shall be located exclusively in the courts of the state of Georgia.
If any clause or provision in this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it will not affect the validity of any other clause or provision within this Agreement, which will remain in full force and effect; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable, consistent with the intention of the parties.
Complete Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to this specific subject matter thereof. There are no terms, obligations, covenants, representations, statements, or conditions relating to the subject matter thereof other than those contained in this Agreement. No variation or modification of this Agreement or waiver of any of the terms or provisions hereof will be deemed valid unless in writing and signed by both parties.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
Waiver And Severability Of Terms
The failure by any party to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that
party’s rights hereunder to enforce each and every term and condition of this Agreement.
Time Limit For Filing Claims
Any claim or cause of action arising out of or related to use of VIVA Software or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
In our sole discretion, we may assign these Terms, in whole or in part, by providing notice in accordance with the notice provision in this Section should Algosoft ever file for bankruptcy or in the event of a sale, merger, acquisition or other transfer of all or substantially all of VIVA Software. You may not assign these Terms, in whole or in part, without Algosoft’s prior written consent.
If you have any questions or concerns about these Terms, any policy, or VIVA Software generally, please send us a thorough description by email to [email protected]