End-User License Agreement

This End-User License Agreement ("EULA") is a legal agreement between You and Drylab R&D AS (“Drylab”)

Quick overview

The complete version follows below these 10 points

You allow us to charge for our services as agreed on our website or otherwise in writing.
If we do not get paid as agreed, we have the right to limit Your access to our services.
Drylab is not responsible for any content distributed through the Drylab services.
Acknowledge Drylab as “Dailies provider” where You otherwise give credit, such as in the credits at the end of a movie.
You also need to accept our Privacy Agreement, which can be found at Drylab’s website.
You are responsible for ensuring that your software and hardware are compatible with Drylab’s software and services.
No company can guarantee a 100% up-time and Drylab is no exception. However, Drylab guarantees a 99.9% up-time of our servers, and will work hard to ensure the best possible service we can deliver, and to inform You about planned service interruptions well in advance.
Drylab will maintain satisfactory security procedures to prevent any unauthorized access to the Software and to Your content.
Drylab has the right to analyze production Metadata for the purposes of benchmarking, statistics, and improvement of its services, but can not sell or share Your metadata with third parties without Your written consent.

Complete agreement

This EULA agreement (“Agreement”) governs Your acquisition and use of Drylab’s software ("Software") and services (“Services”) directly from Drylab or indirectly via from Drylab’s authorized resellers or distributors (a "Reseller").

Please read this Agreement carefully before completing the installation process and using Drylab software or services. It governs your license to use the Drylab software and services, and contains warranty information and liability disclaimers.

If You register for a free trial of Drylab software or services, this Agreement also governs that trial. By clicking "accept" or installing and/or using the Drylab software or services, You confirm Your acceptance of this Agreement.

If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions. If You do not have such authority or if You do not agree with the terms and conditions of this Agreement, do not install or use the Software or Services, and do not accept this Agreement.

This Agreement shall apply only to the Software supplied by Drylab regardless of whether other software is referred to or described herein. The terms also apply to any Drylab software updates, supplements, Internet-based services, or support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.

License grant

Drylab hereby grants You a personal, non-transferable, non-exclusive license to use the Drylab software and services on Your devices in accordance with the terms of this Agreement.

You are permitted to run the Drylab software (on for example a PC, laptop, mobile or tablet) under Your control. You are responsible for ensuring Your device meets the minimum requirements of the Drylab software.

You are not permitted to:

Edit, alter, modify, adapt, translate, or otherwise change the whole or any part of the Software, nor permit the whole or any part of the Software to be combined with, or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software, or attempt to do any such things
Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose
Allow any third party to use the Software on behalf of or for the benefit of any third party
Use the Software in any way which breaches any applicable local, national or international law
Use the Software for any purpose that Drylab considers a breach of this Agreement
Reserve organization names belonging to other organizations unless asked to do so by said organization. If an organization name is reserved by an organization not associated with the name, Drylab has the right to require that the organization change the organization name within the Drylab system, to ensure that the name is available to its legal owner.

Accreditation

Accreditations should be made to “Drylab” as provider of “Dailies provider” where You otherwise give credit, such as in the end credits or at IMDb.com or other databases.

Price

You are responsible that Drylab is payed in accordance with the payment plan set forth at Drylab’s website, or otherwise agreed in writing. Manipulating metadata with the purpose of reducing charges will be regarded as a breach of this Agreement. No other fees may be charged You without Your prior approval of such fees. You irrevocably waiver the right to apply set-off or make counterclaims against due invoices.

Intellectual property and ownership

Drylab shall at all times retain ownership of the Software as originally downloaded by You and all subsequent downloads of the Software by You. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Drylab.

Drylab reserves the right to grant Software licenses to be used by third parties.

Service level

Drylab is responsible for the effective operation of the Services and the Software. This includes backup of data and the effective operation and maintenance of servers on which Drylab runs the Software. Any and all slowdowns and failures of using the Software which is related to the Your free and efficient access to the Internet, or to Your own software or hardware preventing You from viewing the data provided from Drylab shall be at the sole risk of Yourself.

Drylab shall maintain 99.9% Service availability, not including planned interruptions.

Off-line copies and use of software in combination with other software

Drylab shall have no liability for any claim of infringement based on the use of an off-line superseded or altered version of the Software or residual (if any) or the combination, operation or use of the Software with Software, hardware or other materials not provided by, recommended and/or accepted by Drylab.

Infringement

You hereby indemnify Drylab against any claim for (1) alleged infringement of any registered copyright or patent, arising out of the use of the Software by You in any manner prohibited herein and (2) any claim related to or arising out of a financial transaction brought by any third party based on the use of the Software. Drylab shall have the right to appoint reputable legal advisers to conduct any defense against such claims at its own cost.

Limitation of liability

Neither party shall have any liability with respect to its obligations specified herein nor otherwise for consequential, exemplary, special, incidental or punitive damages even if it has been advised of the possibility of such damages.

In any event, the liability of the given party to the other party for any reason and due to any cause of action shall be limited to a sum the total amount charged to You during the 12 months preceding the incident leading to such claim.

This limitation applies to all cases of action in the aggregate, including without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Both parties understand and agree that the remedies and limitations herein allocate the risks of product and Service nonconformity between the parties as authorized by applicable laws. The fees herein reflect, and are set in reliance upon, this allocation of risk and the total exclusion of consequential damages set forth herein. Any and all slowdowns and failures of using the system which are related to Your operation and maintenance of own Software or hardware or unhampered and efficient access to the Internet shall be the sole risk of You. Nothing in the above shall limit either party’s liability for wilful misconduct.

Force majeure

Neither of the parties shall be considered in breach of an obligation herein to the extent the party can establish that fulfilment of the obligation has been prevented by force majeure. In the case of force majeure, each party shall cover its own costs resulting from the force majeure situation.

Data processing, protection, security and handling

The Parties acknowledge that, for the purpose of processing personal data, under the Agreement, Drylab may be deemed data processor (“Processor”) and You may be deemed data controller (“Controller”) and data owner (“Owner”). In such event, Drylab shall process the data as instructed by You in this section

The Processor shall take all reasonable technical and organizational security measures to

prevent the personal data from incidental or illegal destruction, disruption or damage
prevent disclosure of personal data to unauthorized Parties
prevent that personal data are misused or otherwise treated in violation of applicable personal data legislation.

Drylab shall maintain satisfactory security procedures to prevent any third party's unlawful access to the Services and data processed by the Services, and comply with any reasonable instructions from You in relation to processing of data. Drylab will apply and maintain adequate virus protection technology against viruses and other harmful components in performing the Services. Drylab shall, if requested by You, give You access to sufficient information for You to verify that the mentioned technical and organizational security measures have been adopted and complied with.

Drylab shall notify You of any security breach within 24 hours of occurrence. Drylab shall have no responsibility whatsoever for errors caused by wrongful input of data into the Software by You, or breaches caused by Controller’s lack of security measures, such as poor password protection or similar misconduct that is outside of Processor’s control.

Controller and Processor are cooperating on the basis of the Agreement, and insofar as the Processor collects personal data of employees of the Controller, the following shall apply:

Processor is working as a processor of data and shall only use the data forwarded by the controller (“Data”) on his/her behalf and on his/her instructions. He/she shall comply with the provisions of all applicable data protection codes and standards in his/her own area of responsibility.
Controller is in the frame of agreement between the parties solely responsible for the compliance with the legal provisions of the data protection laws, especially the legality of the distribution of the data to the Processor and for the legality of the processing of the Data.
Processor is, when processing and using personal data, obliged to only follow the instructions of the Controller. The task of the Processor is set out in this agreement between the parties.
Processor warrants the orderly execution of technical and organizational security measures as agreed with the Controller and in accordance with applicable data protection laws, as documented in this agreement between the parties.
Processor reserves the right to collect and analyze pure metadata files for the purposes of benchmarking, statistics, and improvement of its services, and all such information will be treated as confidential.
The Processor must inform the Controller immediately in case of disturbances of the processing, in case there is suspicion of a data protection infringement or in case of irregularities with the processing of the Data of the Controller.
The Data may only be deleted in agreement with the Controller, unless the Controller is in breach of this agreement. Processor must delete Controller’s data upon his/her request.
Controller shall be informed by Processor without prior request if the data protection agencies confirm defects in the data protection report which also concern the processing of Data of the Controller.
The Processor is obliged to only use staff who have signed a confidentiality agreement.
The subcontractors of the Processor who will have access to personal data of Controller must be identified to the Controller upon request. The agreements to be entered with the subcontractors of the Processor must be such that they match the data protection provisions agreed between Processor and Controller.
Controller is entitled at any time to control the compliance of the provisions with the relevant data protection standards that apply, as well as its security measures.

Termination

This Agreement is effective from the date You first use the Software and shall continue until terminated and is valid as long as the Softwares are in use

This Agreement will also terminate immediately if You fail to comply with any term of this Agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and You agree to stop all access and use of the Software.

The provisions that by their nature continue and survive will survive any termination of this EULA agreement, including, but not limited to, paragraph (1), (2) and (3) under the section LICENSE GRANT

Headings

The headings used herein are for convenience only and are not intended to be used as an aid to interpretation.

Validity

If any part of the Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected.

Governing law

This Agreement is governed by and shall be construed in accordance with the laws of the Kingdom of Norway. Any legal action with respect to the Agreement shall be subject to the exclusive jurisdiction of the courts of Oslo tingrett.