SplitmediaLabs Limited, a privately held limited company with its principal place of business at 16/F Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong (“SML” or “Licensor”) hereby grants a license to you (“You” or “Licensee”) to download and use the beta version of the 321.Show software program (the “Beta Software”) subject to the terms and conditions contained in this Beta Testing License Agreement (the “Agreement”).

Read the terms and conditions of this Agreement carefully before downloading, installing, copying, and using the Beta Software and, if any, the accompanying documentation (the “Documentation”).

The Beta Software is copyrighted by SML and it is made available to Licensee under this Agreement for testing purposes only. It is not sold to Licensee and should not be used in commercial environments. The Beta Software has not been released for sale, general distribution or usage by the general public.

By downloading, installing, copying or otherwise using the Beta Software, Licensee is considered to have read and Licensee agrees to be bound by the terms of this Agreement. If Licensee is not willing to be bound by the terms of this Agreement, do not download, install, copy or use the Beta Software.

SML reserves the right to update this Agreement at any time without any prior notice to Licensee. The applicable and most current version of this Agreement is at Licensee’s disposal on //license.

Licensee agrees and acknowledges that the terms and conditions in this Beta Testing License Agreement has no effect nor any influence or any connection with any other Software License Agreements which are applicable to other products or services offered by SML.

1.1. THE BETA SOFTWARE LICENSED HEREUNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAY CONTAIN DEFECTS. A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SOFTWARE AND/OR ACCOMPANYING MATERIALS. 

2.1. Licensee agrees that, unless otherwise specifically provided herein or agreed by SML in writing, the Beta Software and the Documentation, provided to Licensee by SML constitute confidential proprietary information of SML. Licensee may only make information about the Beta Software and the Documentation available to a maximum of 5 other persons, by personally and directly referring them to download the Beta Software on the 321.show website and agreeing to the terms of this Agreement. Licensee may under no circumstances publish information, or allow others to publish information, about the Beta Software, on social media, public websites, or other physical or online locations that are generally accessible to the public.

2.2. Licensee agrees not to transfer, copy, or otherwise directly provide the Beta Software to any third party without the prior written consent of SML. Should You have downloaded or received the Beta Software from any other source than direct download from the 321.show website, you must immediately notify SML and delete the Beta Software from your machine.

3.1. It is expressly understood, acknowledged and agreed that Licensee may, regardless of whether or not formally requested to do, provide to SML, reasonable suggestions, comments and feedback regarding the Beta Software, including but not limited to usability feedback, bug reports and test results (collectively, “Feedback”). If Licensee provides such Feedback to SML, Licensee shall grant SML, under Licensee’s intellectual property rights, a worldwide, royalty-free, irrevocable and non-exclusive license, to use and disclose the Feedback in any manner Licensor chooses and to display, perform, copy, make, have made, use, sell, and utilize such Feedback in any manner and via any media Licensor choose, without reference or obligation to Licensee.

3.2. Should Licensee encounter any bugs, glitches, lack of functionality or other problems with the 321.show application or website, Licensee is requested to let SML know immediately so it can rectified accordingly. Licensee can submit its requests and issues to [email protected] Licensee’s help in this regard is greatly appreciated.

4.1. Subject to the terms and conditions of this Agreement, SML hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense), to use the Beta Software and the Documentation solely for purposes of internal testing and evaluation. 

5.1. Except as otherwise specifically permitted in this Agreement, Licensee may not: (i) modify or create any derivative works of the Beta Software or Documentation; (ii) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Beta Software (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Beta Software; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Beta Software.

5.2. The Beta Software may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Licensee acknowledges that transmission, distribution or storage of material, may require Licensee to acquire rights from a third party to avoid infringing on the rights of such third party.

5.3. Intellectual Property Rights. SML shall retain all rights, title and interest in the Beta Software, including, without limitation, all intellectual property rights embodied therein. You will not acquire any rights, express or implied, in the Beta Software, other than those specified in this Agreement. All third party licensors and suppliers retain all rights, title and interest in third party software and all copies thereof, including all copyrights and other intellectual property rights. Licensor does not claim any rights to any product or material produced by the Licensee, by use of the Beta Software as production tools.

5.4. Use of the X264 encoder. For encoding of video in H.264 compressed bit­stream format the Beta Software makes use of the X264 encoder which is under commercial license from X264 LLC. The encoder is distributed with the Beta Software as a dynamic link library named libx264*.dll which is considered an integral part of the Beta Software. Use of this library is only permitted in connection with direct operation of the Beta Software, subject to general usage guidelines, and must only be accessed indirectly by use of the command line or GUI interface of the Beta Software.

5.5. If open source components are distributed along with the installation of the Beta Software or used in the Beta Software, you may refer to this link for separate rights and license conditions applying to such software.

6.1. SML is under no obligation i) to provide any technical support under the terms of this license, ii) to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop the Beta Software either to Licensee or to any other party, and iii) to provide any assurance that any specific errors or discrepancies in the Beta Software will be corrected. 

7.1. Licensee’s rights with respect to the Beta Software will terminate upon the earlier of (i) the initial commercial release by SML of a generally available version of the Beta Software; or (ii) 3 months after the last date Licensee receives the Beta Software or any update thereto. 

7.2. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will delete or destroy, the Beta Software, the Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information of SML. 

8.1. THE BETA SOFTWARE AND, IF ANY, DOCUMENTATION ARE LICENSED “AS IS”, AND SML DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NON INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW. 

9.1. IN NO EVENT WILL SML BE LIABLE TO LICENSEE OR ANY PARTY FOR – WITHOUT LIMITATION – ANY LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY DIRECT; INDIRECT; SPECIAL; INCIDENTAL; EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR OTHERWISE; WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE BETA SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE BETA SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10.1. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without reference to its choice of law provisions. 

11.1. This Agreement is a legal agreement and constitutes the complete and exclusive agreement between Licensee and SML with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by Licensee and an authorized representative of SML. You agree that this Agreement supersedes any prior agreement, whether written or oral, and all other communications between SML and Licensee relating to the subject matter of this Agreement. 

© 2015 SplitmediaLabs, Ltd. All rights reserved. All trademarks and/or service marks of Licensor used in connection with the Software are trademarks or registered trademarks of SplitmediaLabs, Ltd.