Disclosures

Cimarron Systems, LLC is engaged in the development of advanced media systems software, hardware, and services intended to be utilized by experienced engineering professionals only.  Our products, including the CS365-TI, CS368-TI, and CS368-LI Digital Media SDK products as well as the CS1500AV MPEG-2 Transport Stream Encoder and CS2500AV MP4 Encoder products consist of source code, binary code, and make/build files as well as system specific development tools.

Terms and Conditions

Please read the above End User License Agreement (the EULA) carefully before purchasing this software.  If you do not agree to all of the terms of the EULA, the software you are about to order will not be made available for you to download and any monies you have paid will be refunded to you.  You can download a PDF copy of the EULA here…

End User License Agreement

Please read this software license agreement (“License Agreement”) carefully before purchasing this software.    If you do not agree to all of the terms of this License Agreement, the software you have ordered will not be made available for you to download and any monies you have paid will be refunded to you.  The Software, Documentation, and Technical Support are each intended to be utilized by experienced software engineering professionals: If you and/or other intended users of this software product lack such software engineering experience, you should not purchase this software product.

1. General: Products sold by Cimarron Systems, LLC include software in the form of source code, binary code, and other associated computer files (“Software”); related explanatory written materials in various forms (“Documentation”); and Technical Support hours (“Technical Support”).  The Software may include the original versions, updated versions, and copies thereof, if any.  “You” means the person or company, as applicable, who is being licensed to use the Software, Documentation, and Technical Support derived from the sale of this product.  “We” means Cimarron Systems, LLC (“Cimarron Systems”), a Colorado Corporation.

2. Title: Cimarron Systems remains the sole owner of all right, title, and interest in the Software, Documentation, and the know-how provided during Technical Support sessions, if any, including, but not limited to, the CS365-TI DMSDK, CS368-TI DMSDK, CS368-LI DMSDK, CS1500AV MPEG-2 Transport Stream Encoder, and CS2500AV MP4 Encoder products.

3. Development License: Cimarron Systems, LLC hereby grants you a nonexclusive license to use one copy of the Software and Documentation on each of up to five (5) single developer computers, provided the Software and Documentation is in use on not more than five (5) developer computers at any specific time.  The Software and Documentation is “in use” on a developer computer when it is loaded into temporary Random Access Memory or installed into the permanent memory of a computer—for example, a Hard Disk Drive, CD-ROM, or similar apparatus.  Installation of the Software and Documentation into a single networked storage device, for example, a networked Hard Disk Drive, is permitted so long as the Software and Documentation is in use on not more than five (5) developer computers at any time.  Other than those enumerated in this Section 3, no other scenarios for Software and Documentation installation are permitted.

4. Licensed Uses: This License Agreement permits you to do only the following: a) Make an Archival Copy by either of the following: a) you may keep the original version of the downloaded Software and Documentation solely for archival purposes; or b) if you transfer the downloaded Software and Documentation to the HDD of up to five (5) developer computers, you may then keep the original downloaded files solely for archival purposes; or c) if you transfer the downloaded Software and Documentation to a single networked HDD as described in Section 3, you may then keep the original downloaded files solely for archival purposes; b) Develop a Single Software Application: Using the Software and Documentation, you may design, implement, and deploy a single Software Application (“Software Application”) that is maintained as a unique Stock Keeping Unit (SKU).  The Software Application may be designed, implemented, and deployed as either a standalone application or as a client/server application so long as it is used by you or your customer as a single application.  Any Software Application you develop using the Software and Documentation must contain—near the top of each of the application source code files—the original Cimarron Systems source code file copyright notice; c) Deploy a Single Software Application: Using the Software and Documentation, you may deploy—internally or to your customers—a single Software Application developed as described in this Section 4, 2).  You may also maintain, revise, and redeploy the Software Application SKU provided that the deployment of the revised application completely replaces the previous version and, provided that, the revised application is substantially similar in function to the original Software Application SKU.

5. Licensed Restrictions: The Software and Documentation purchased by you are protected by United States copyright laws and international treaties.  You must treat the Software and Documentation like any other copyrighted material—for example a book. Therefore, you may not: a) copy the Software or Documentation except to make a single archival copy as described in Section 4; b) place either the Software or Documentation onto a server so that it is accessible via a local, private, or public network such as the Internet; c) sublicense, rent, lease, or lend—to either an internal or external person—any portion of the Software or Documentation; or d) use the currently licensed Software or Documentation to develop, test, or deploy more than one Software Application SKU.

6. Technical Support: Under the terms of this License Agreement we will provide Technical Support, via email, during the thirty (30) day period immediately following your purchase of the Software and Documentation.  Technical Support is available only during Cimarron Systems’ normal business hours—Monday through Friday, 9:00 A.M. – 5:30 P.M., Mountain Time.  During the support period, we will provide Technical Support, in accordance with our established processes, for the following issues: installation of the Software, build/make of the Software, and the set-up of the various operational modes of the Software.  Technical Support for these issues is available only if we can duplicate the problem on hardware available to us, we have received source code capable of producing the problem, and we are able to resolve the described problem with reasonable effort.

7. Notices: You agree to promptly provide written notice to Cimarron Systems of the conduct of any person or entity—including without limitation, you, your company, your company’s employees or its consultants—of which you are aware that may, in any manner, constitute a breach of the terms of this License Agreement or constitute use of the Software or Documentation in a manner that is in conflict with its terms.
Such written notification must be sent to:
To: support@cimarronsystems.com
Subject: Breach of License Agreement

8. Transfer: With our prior written approval, you may transfer all your Software and Documentation licensed rights to another person or legal entity provided the Transferee (“Transferee”) accepts, in writing, all of the rights and obligations under this License Agreement.  Additionally, it is required that the Software and Documentation, including all copies, updates, and prior versions must reside with the Transferee and that you must not retain any copies of the Software and Documentation, including copies stored on a computer or on any other physical or virtual media.  You may request such a transfer by sending us a written request that includes the Transferee’s legal name, address, and telephone number as well as the contact information of the Transferee’s primary contact.  We agree to reply to your request within ten (10) business days and that we will not unreasonably withhold transfer approval; however, we may refuse such transfer if we deem, in our sole discretion, that such transfer would not be in the best interests of Cimarron Systems, LLC.

9. Limited Warranty: We warrant that for a period of 30 days after delivery of the Software and Documentation to you that the Software will perform in substantial accordance with its Documentation. To the extent permitted by applicable law, the foregoing limited warranty (“Limited Warranty”) is in lieu of all other warranties or conditions, express or implied, and we disclaim any and all implied warranties or conditions, including any implied warranty of title, non-infringement, merchantability, or fitness for a particular purpose, regardless of whether we know or had reason to know of your particular needs.  No employee, agent, dealer, or distributor of ours is authorized to modify this Limited Warranty, nor to make any additional warranties. Some jurisdictions do allow the exclusion of implied warranties, so the above may not apply to you.  If you live in such a jurisdiction, you must notify us immediately so that we may cancel your order and refund any monies paid by you.  In such case, you must destroy all copies of our Software and Documentation that is in your or your company’s possession.

10. Limited Remedy: In recognition that the Software and Documentation consists of source code, binaries, and associated files constituting a set of software development tools, our entire liability and your exclusive remedy shall be: a) the replacement of any Software and Documentation not meeting our Limited Warranty; or b) if, within twenty (20) business days, we are unable to deliver replacement Software and Documentation to you or your company, you may request termination of this License Agreement by returning, destroying, and removing all copies the Software and Documentation in your or your company’s possession whereupon we will determine, at our sole discretion, whether you or your company are eligible for a refund of any monies previously paid by you. In no event will we be liable to you or your company for any damages, including any lost profits, lost saving, or other incidental or consequential damages arising from the use of or inability to use the Software and Documentation—even if we or an authorized dealer or distributor has been advised of the possibility of these damages—or for any claim by any other party. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages.  If you live in such a jurisdiction, you must notify us immediately so that we may cancel your order and refund any monies paid by you.  In such case, you must destroy all copies of our Software and Documentation that is in your or your company’s possession.

11. Indemnification: You agree to indemnify, defend, and hold harmless Cimarron Systems, LLC, and its officers, directors, employees, agents, representatives, successors and assigns, from and against any and all liabilities, damages, actions, claims, fines, penalties, costs, and expenses—including without limitation, attorneys’ fees and costs arising out of or resulting from a breach or misuse of the rights granted under this License Agreement.  Cimarron Systems, LLC agrees to give you prompt written notice of such claim and that you have sole control of the defense, settlement, or compromise regarding such claim.  Cimarron Systems, LLC may elect to participate in the defense of any such claim with an attorney of its own choice and at its own expense.

12. Term and Termination: This License Agreement takes effect upon your acceptance and remains effective until terminated.  This License Agreement will automatically terminate if you fail to comply with any of its terms or conditions.  You agree that, upon termination of this License Agreement, you will return, destroy, and remove all copies of the Software and Documentation in your possession and that you will remain bound by the terms of Sections 7,  9, 10, 11, 12, 13, 14, and 15.

13. Confidentiality: This Software and Documentation contains trade secrets, proprietary know-how, and creative works that belong to Cimarron Systems, LLC and they are being made available to you in strict confidence.  Any use or disclosure of this software, or of its algorithms, protocols, or interfaces, or its documentation other than in strict accordance with this License Agreement, may be actionable as a violation of our trade secrets and intellectual property rights thereby subjecting you and your company to civil or criminal penalties.

14. Governing Law, Jurisdiction, and Enforceability: This License Agreement is governed by the laws of the State of Colorado, United States of America without giving effect to its conflict of laws provision.  The United Nations convention on contracts for the international sale of goods does not apply to this License Agreement and is expressly disclaimed.  The federal and state courts located in the County of Jefferson, State of Colorado have sole jurisdiction over any disputes arising hereunder and the parties hereby irrevocably submit to the jurisdiction of such courts.  If any provision of this License Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force.  In the event any proceeding or lawsuit is brought by Cimarron Systems, LLC or by you in connection with this License Agreement, the prevailing party in such proceeding or lawsuit will be entitled to receive its costs and reasonable attorneys’ fees, including costs and fees on appeal, as provided by law.  The failure of either party to require performance by the other party of any provision of this License Agreement will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  Neither this License Agreement nor any of your rights or obligations hereunder may be assigned by you in whole or in part without the prior written approval of Cimarron Systems, LLC.

15. Miscellaneous Provisions: The following provisions govern this License Agreement: a) this License Agreement is the exclusive agreement between you, your company, and Cimarron Systems, LLC concerning the Software and Documentation and supersedes any and all prior oral or written agreements, negotiations, or other dealings between you and Cimarron Systems, LLC concerning the Software and Documentation; b) this License Agreement may be modified only by a writing signed by you, your company, and Cimarron Systems, LLC; c) you agree not to use the Cimarron Systems, LLC name, its product names, or any of its intellectual property and know-how in any externally facing announcement, advertisement, or similar writing without written permission from Cimarron Systems, LLC; and d) you agree that the Software or Documentation will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations, either domestic or foreign.  In compliance with applicable U.S. export control regulations, we will not sell products or services to persons or entities within: Cuba, Iran, North Korea, Sudan, or Syria.

IN WITNESS WHEREOF, the parties hereto have executed this License Agreement effective as of the date of acceptance electronically by you, or the Licensing Company you represent, as applicable, and Cimarron Systems, LLC.