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CADET™ Freeware End User License Agreement

Terms and Conditions

BY DOWNLOADING, INSTALLING, USING, TRANSMITTING OR COPYING THIS CADET™ CAPTIONING AND DESCRIPTION EDITING SOFTWARE TOOL (THE "SOFTWARE"), YOU AGREE TO THE TERMS OF THIS AGREEMENT (INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF WARRANTY) WITH WGBH EDUCATIONAL FOUNDATION ("WGBH"), THE OWNER OF ALL RIGHTS IN RESPECT OF THE SOFTWARE.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS LICENSE THEN DO NOT DOWNLOAD, INSTALL, USE, TRANSMIT OR COPY THE SOFTWARE.

THIS DOCUMENT CONSTITUTES A LICENSE TO USE THE SOFTWARE ON THE TERMS AND CONDITIONS APPEARING BELOW.

The Software is licensed to you, the end-user of the Software, without charge for use only upon the terms of this license, and WGBH reserves all rights not expressly granted to you. WGBH retains ownership of all copies of the Software.

1. License

You may individually use the Software without charge.

You may also distribute, free of charge, exact copies of the Software to anyone within your household or business organization only.

2. Restrictions and Conditions

WGBH reserves the right to revoke the above license rights at any time, for any or no reason. The distribution of the Software (or inclusion of the Software as part of any other software product) whereby it is made available for a charge (e.g., sold or rented), or the distribution of the Software outside of your household or to any other organization, is strictly prohibited.

You may not modify, adapt, translate, or create derivative works based upon the Software or any part thereof. The Software contains trade secrets of WGBH. You may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a humanly perceivable form. You agree not to divulge, directly or indirectly, until such trade secrets enter the public domain, for any reason not your own fault.

You may not rent, lease, loan, sell or request donations for the use of the Software or any part thereof. A copy of this Freeware License Agreement, including the below copyright notice, shall be included in all copies or substantial portions of the Software.

© Copyright, 2017, WGBH EDUCATIONAL FOUNDATION

3. Termination

This license is effective until terminated by WGBH. The License will terminate automatically with or without notice from WGBH if you fail to comply with any provision of this License. Upon termination you must destroy the Software and all copies thereof. You may terminate this License at any time by destroying the Software and all copies thereof. Upon termination of this License for any reason you shall continue to be bound by the provisions of Section 2 above. Termination will be without prejudice to any rights WGBH may have as a result of this Agreement.

4. Disclaimer of Warranty, Limitation of Remedies

TO THE FULL EXTENT PERMITTED BY LAW, WGBH HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, NOT EXPRESSLY SET OUT HEREIN. THE SOFTWARE, AND ALL ACCOMPANYING FILES, DATA AND MATERIALS ARE PROVIDED "AS IS" AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SOFTWARE. WGBH DOES NOT WARRANT, GUARANTY OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK OF USING THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WGBH, IT'S DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

IN NO EVENT SHALL WGBH BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, AND THE LOSS OF BUSINESS INFORMATION OR COMPUTER PROGRAMS) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF WGBH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. General

All rights of any kind in the Software which are not expressly granted in this Agreement are entirely and exclusively reserved to and by WGBH.

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA. You consent to the exclusive jurisdiction and venue for all matters relating to this Agreement to the courts located in the Commonwealth of Massachusetts, USA.

Any controversy or claim ("Dispute"), whether based on contract, tort, statute or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this paragraph) arising out of or related to this Agreement shall first be addressed by consultation between the parties initiated by written notice of the Dispute to the other party. In the event such consultation does not settle the Dispute within 30 days after written notice of such Dispute, then the Dispute shall be settled by binding arbitration administered by JAMS or its successor ("JAMS"), at JAMS's Boston, Massachusetts office, before a single neutral arbitrator, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or subsequent versions thereof, and the JAMS Optional Appeal Procedure. All Disputes and arbitrations shall be governed by the laws of the Commonwealth of Massachusetts and the Federal Rules of Evidence regardless of choice-of-law rules. The decision of the arbitrator shall be in writing and shall include a statement of the essential conclusions and findings upon which it is based. The JAMS Rules are available at WWW.JAMSADR.com. The parties agree that all arbitration proceedings shall be confidential and disclosed only to those with a need to know or as may be required by law or as may be required to enforce any arbitration proceedings or awards. This section shall not preclude the parties from seeking injunctive remedies or provision remedies in aid of arbitration, and judgment on awards may be entered in state of federal courts of competent jurisdiction. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT. ANY ORDER FORM AND/OR SOW. The parties expressly acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and/or understandings (oral or written). Failure or delay by WGBH in enforcing any right or provision hereof shall not be deemed a waiver of such provision or right with respect to the instant or any subsequent breach. If any provision of this Agreement shall be held by an arbitrator or, if applicable, a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in force and effect.

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