Codec-By Logo Program

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Make your products readily identifiable for using MainConcept’s quality codec solutions. Ensuring your video and/or audio solution receives maximum customer recognition in the retail space is easy with the Codec-By Logo Program. Using the Codec-By logo on your product packaging, promotional collaterals, website, etc., lets customers know your products.

Here is what you need to do to become an authorized licensee:

Read the Logo Program License Agreement in the window below and click on the “I agree” button at the end to confirm you have read all text.
Complete your contact details and further product information (of products you have integrated MainConcept codec solutions into as well as the licensed products/codecs you use from MainConcept). Please note that we require an existing and paid license agreement for MainConcept products in place. The Codec-By program is not available for demo/evaluation licenses as well as for using one of our Prosumer products and Plug-Ins within a production workflow.
Send us your complete application by clicking on the “Send now” button.
MainConcept will review your application and notify you whether we accept. If we accept, we will provide you with a graphics kit of “Codec-By” logos as well as a Codec-By logo usage guide that you need to thoroughly read and comply to. If we will not accept, we will inform you about that.

MAINCONCEPT CODEC BY™ LOGO PROGRAM LICENSE AGREEMENT

PLEASE READ THIS LOGO PROGRAM LICENSE AGREEMENT (“LPLA”) CAREFULLY BEFORE USING THE MAINCONCEPT CODEC BY™ LOGO.

THIS IS A LICENSE AGREEMENT BETWEEN YOU (“Licensee”) AND MAINCONCEPT GmbH (“MainConcept”) FOR DISPLAYING THE MAINCONCEPT CODEC BY™ LOGO (“Codec By™ Logo”) ON QUALIFYING LICENSEE PRODUCTS (AS DEFINED BELOW).  BY CLICKING THE “I AGREE” BUTTON BELOW OR BY USING THE CODEC BY™ LOGO (“Acceptance”) YOU ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS LPLA.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LPLA, YOU MAY NOT USE THE CODEC BY™ LOGO AND YOU MUST PROMPTLY RETURN ALL CODEC BY™  LOGO GRAPHICS TO MAINCONCEPT AND PERMANENTLY DELETE SUCH MATERIAL FROM YOUR COMPUTERS AND QUALIFYING LICENSEE PRODUCTS. 
1.	Term. The term of this Agreement (“Term”) commences upon your Acceptance of the LPLA and continues for only so long as the underlying License Agreement between Licensee and MainConcept is in force, subject to earlier termination as provided for herein.
2.	Grant of License.  So long as this LPLA is not terminated, MainConcept hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, non-assignable, and royalty-free license to use the Codec by™ Logo solely for the purposes of exercising Licensee’s rights and fulfilling its obligations under the underlying License Agreement, including in print and electronic marketing materials, in accordance with the provisions, including without limitation the Guidelines set forth below.
3.	Guidelines
(a)	Licensee may only display the Codec by™ Logo on product packaging for Qualifying Licensee Product(s) (defined below) or on other materials that specifically reference a Qualifying Licensee Product.  Licensee shall not use the Codec by™ Logo separate and apart from an association with or a reference to a Qualifying Licensee Product.
A “Qualifying Licensee Product” is a product that integrates, embeds, or otherwise makes use of existing and actively sold MainConcept technology and that is validly licensed and paid for by Licensee pursuant to an underlying License Agreement.  The Codec by™ Logo may not be used for products that make use of MainConcept evaluation licenses or any other kind of free software distribution(s).  MainConcept may review and change qualification rules over time and at its sole discretion.
(b)	Licensee agrees that display of any Licensed Marks (defined below) on Licensee’s website, product packaging, or other fixed media will first be submitted to MainConcept for its prior written approval, such approval not unreasonably withheld or delayed.
(c) 	Licensee shall use the Codec by™ Logo with the following applicable trademark attribution language: 
MainConcept™, the MainConcept logo, Codec by™ and the Codec by™ Logo are trademarks or registered trademarks of MainConcept GmbH or its subsidiaries in other countries, and are used under license, © 2007-2008 MainConcept GmbH.
This attribution must be displayed where other legal attributions are displayed on the packaging and documentation of the Qualifying Licensee Product and on Licensee’s website and marketing materials related to the Qualifying Licensee Product.
(d)	MainConcept™, the MainConcept logo, Codec by™ and the Codec by™ Logo are referred to herein individually and collectively as the “Licensed Marks”.  Licensee understands that the Licensed Marks are owned solely by MainConcept and may not be used in any way except as expressly permitted in this LPLA.  Licensee shall not adopt, use, apply to register, or register as its own trademark(s), word(s) or design(s) confusingly similar to or which dilute the Licensed Marks.  All goodwill generated from Licensee’s use of the Licensed Marks shall inure solely to the benefit of MainConcept.
(e)	Licensee shall not use the Codec by™ Logo in any manner that is likely to create confusion as to the source, sponsorship, or association of its software or products with MainConcept, or that in any way indicates to the public that Licensee is a division or affiliate of MainConcept or otherwise related to MainConcept.  Licensee shall display its name and brand in a manner that is larger and more prominently displayed than the Codec by™ Logo so that it is clear to the user that Licensee is the source of its own software or product.

(f)	Licensee shall display the Codec by™ Logo so that the logo stands alone in terms of the commercial impression generated by the particular usage.  Licensee’s usage of the Codec by™ Logo shall fully comply with the Codec by™ Logo Usage Guide, which will be provided by MainConcept and may be updated from time to time in its sole discretion.

(g)	Licensee shall display the Codec by™ Logo only in a positive manner and shall not use the Codec by™ Logo in any manner that may disparage MainConcept or MainConcept’s products or services.  Licensee shall not use the Codec by™ Logo in any manner that, in MainConcept’s judgment, may diminish or otherwise damage MainConcept’s goodwill in the Licensed Marks, including but not limited to use on materials or in connection with software that could be deemed to be obscene, pornographic, excessively violent, or otherwise in poor taste or unlawful, or which purpose is to encourage unlawful activities.
(h)	There are no implied licenses granted under this Agreement, and, except for the rights expressly granted by MainConcept to Licensee herein, MainConcept reserves all rights, title and interest in and to the Licensed Marks. 
4.	Deliverables:  At Licensee’s request, MainConcept will deliver to Licensee a copy of the Codec by™ Logo on a separate media. For questions you may send email to logoprogram@mainconcept.com.

5.	Representations, Warranties & Covenants:

(a)	MainConcept and Licensee each represent, warrant, and covenant that it has the full right, power, legal capacity, and authority to enter into and fully perform its obligations under this Agreement.

(b)	MainConcept further represents, warrants, and covenants that it has the full right, power, legal capacity and authority to grant to Licensee the rights, licenses and privileges described herein.

THE LIMITED REPRESENTATIONS, WARRANTIES, AND COVENANTS EXPRESSLY SET FORTH IN THIS SECTION ARE THE ONLY REPRESENTATIONS, WARRANTIES, AND COVENANTS PROVIDED BY THE PARTIES AND ARE IN LIEU OF ALL OTHERS.  LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT LICENSEE’S USE OF THE LICENSED MARKS IS AT ITS OWN RISK.  ALL RIGHTS GRANTED HEREUNDER ARE “AS IS” AND EACH PARTY DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER REPRESENTATIONS, WARRANTIES, OR COVENANTS IN CONNECTION WITH THIS AGREEMENT.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL MAINCONCEPT BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU OR MAY ONLY APPLY TO YOU IN PART.  IF CALIFORNIA LAW IS NOT HELD TO APPLY TO THIS AGREEMENT, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED: (1) ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR WARRANTY IS HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM THE DATE OF LICENSEE’S FIRST USE OF THE LICENSED MARKS, OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR’S SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE Codec by™ Logo.

6.  	Indemnification.  Licensee shall, at its own expense, indemnify, defend, and hold harmless MainConcept and its successors, assigns, directors, shareholders, members, officers, employees, agents, attorneys, and other representatives and affiliates from and against any and all claims, demands, causes of action, obligations, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) incurred or sustained by reason of or arising out of (a) any breach or alleged breach by Licensee of any of the representations, warranties, or covenants made herein by Licensee, (b) any reliance by MainConcept upon such representations, warranties, or covenants, or (c) the use and exploitation by Licensee of any rights granted herein.  If any person or entity shall make any claim or institute any suit or proceeding alleging any facts which, if true, would implicate Licensee’s indemnification obligations herein, MainConcept shall give prompt written notice of same to Licensee, and Licensee shall undertake at its own cost and expense the defense thereof and shall supply competent and experienced counsel to defend any suit or proceeding.  MainConcept may also engage its own counsel in connection with any such suit or proceeding.  If MainConcept shall settle or compromise any such suit, claim or proceeding, the cost thereof (including reasonable attorneys’ and expert witnesses’ fees and expenses) shall be charged to Licensee if such settlement or compromise was made with Licensee’s prior written approval, which approval shall not be unreasonably withheld.

7.	Limitation on Remedies:

(a)	EXCEPT TO SATISFY THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6 HEREIN, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT AND/OR GOODWILL, AND INTERRUPTION OF BUSINESS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY OF THE LIMITED REMEDIES HEREIN FAIL THEIR ESSENTIAL PURPOSE.

(b)	FURTHER, EXCEPT TO SATISFY THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6 HEREIN, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO MAINCONCEPT BY LICENSEE PURSUANT TO THE UNDERLYING LICENSE AGREEMENT AS OF THE DATE THE CLAIM GIVING RISE TO LIABILITY AROSE.

8.	Termination; Survival:

(a)	This Agreement shall terminate automatically upon the termination or expiration of the underlying License Agreement.
(b)	FURTHERMORE, MainConcept may terminate this Agreement:   
(i)	in the event of a material uncured breach or default by Licensee of any of its obligations under this LPLA, provided that (a) notice is provided to Licensee in writing and (b) such breach or default is not cured within ten (10) calendar days following the date such notice is deemed given, unless such breach or default is by nature uncurable in which case this LPLA shall be terminable on the date of notice; or
(ii)	in the event that Licensee (a) institutes or otherwise becomes a party, voluntarily or involuntarily, to a proceeding alleging or pertaining to the insolvency or bankruptcy of that party; (b) is dissolved or liquidated; (c) makes an assignment of its material assets for the benefit of creditors; and/or (d) initiates or is subject to reorganization proceedings.  This LPLA shall be terminable on the date written notice is deemed given to such party; or 
(iii) 	on written notice from MainConcept to Licensee, effective thirty (30) days after receipt of notice therefor.
(c)	Upon termination or expiration, this LPLA shall become void and the licenses and authorizations granted hereunder shall immediately terminate; provided, however, that Licensee shall have the right to distribute existing Qualifying Licensee Products bearing the Codec by™ Logo for a period of ninety (90) calendar days from the date of expiration or termination.  Nothing herein shall be construed to release either party from any obligation which matured prior to the effective date of such termination or expiration (or which may continue beyond such termination or expiration) or to relieve the defaulting party from any and all liabilities at law or in equity to the other for breach of this LPLA.  Those rights and obligations which by their very nature are intended to survive termination or expiration of this LPLA shall survive.

(d)	MainConcept shall give Licensee at least thirty (30) days prior written notice in the event that MainConcept’s rights pertaining to any of the Licensed Marks are expected to expire during the Term.

9.	Assignment.  Neither this LPLA nor any rights, licenses, or obligations hereunder may be assigned by either party without the prior written approval of the non-assigning party.  Notwithstanding the foregoing, either party may assign this Agreement to any wholly-owned subsidiary of such party or any acquirer of all or of substantially all of such party's equity securities or assets, provided that (i) such party provides the non-assigning party with prior written notice and agrees to be jointly and severally liable to the non-assigning party under this LPLA; (ii) the successor entity agrees in writing to be bound by the terms of this LPLA; and (iii) the successor entity is not a direct competitor of the non-assigning party.  Any purported assignment not in accordance with this Section shall be void.  Subject to the foregoing, this LPLA will benefit and bind the parties' successors and assigns.

10.	Waiver.  No waiver shall be implied by the conduct of the parties.  To be effective, a waiver must be in writing and be signed by the party to be charged.  A waiver of any breach of any party of any term or provision of this LPLA shall not constitute a waiver of any subsequent breach.

11.	Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances.
13.	Attorneys’ Fees.  In any action between the parties to enforce any of the terms of this LPLA, the prevailing party shall, in addition to any other award of damages or other remedy, be entitled to reasonable attorneys’ fees and costs.
14.	Governing Law.  This Agreement shall be governed by the laws of the jurisdiction in which Licensee separately entered into a License Agreement with MainConcept for the MainConcept products that are integrated/embedded in the Qualifying Licensee Product.  In all other cases, or if the jurisdiction where you acquired the MainConcept product license cannot be defined, the laws of California, USA, shall apply.  Any legal proceedings arising out of or relating to this LPLA or its alleged breach shall be brought in the federal or state courts located in San Diego, California, to the exclusion of any other forum.  The parties hereby submit to the exclusive personal jurisdiction of these courts and hereby waive any forum non conveniens, venue or other challenge to the appropriateness of such courts.

15.	Notices.   Except as specifically provided herein, all notices, statements, and other documents permitted or required to be given hereunder shall be in writing and shall be given by personal delivery; Federal Express or other internationally recognized courier; U.S. mail; fax; or by electronic mail to the party to whom it is given at the address set forth below.  Any notice sent hereunder will be deemed given when sent, except in the case of internationally recognized courier, which will be deemed given three (3) business days after the date on which it is sent, and certified or first class mail, which will be deemed given five (5) business days after the date on which it is mailed.

If to MainConcept:

MainConcept, GmbH
ATTN: Muzaffer Beygirci
Elisabethsr. 1
52602 Aachen
Germany
Muzaffer.beygirci@mainconcept.de	
With a copy to:

Legal Counsel
DivX Inc. 
4780 Eastgate Mall
San Diego, California 92121
Attn:  Dan Schatz, Corporate Counsel
dschatz@divxcorp.com

17.  	Entire Agreement.  This LPLA constitutes the entire agreement between the parties with regard to the matters set forth herein, and it supersedes all other agreements, proposals and representations, oral or written, express or implied, with regard thereto, and may not be modified except by an instrument in writing signed by the parties hereto.  The language of this LPLA is American vernacular English and any translations shall have no effect.  MainConcept may change the provisions of the LPLA at any time in its sole discretion by posting notice on its website, such changes effective when posted.

I agree to the above terms

Please provide us with a general overview of your solution(s), including where they use MainConcept codec technology.

Dedicated Web address where you market your Codec-By solution (if-any):

Which codec product / codec package have you licensed from MainConcept for your solution?

Your contact details. Please make sure that you are an authorized person of your company to enter into the Codec-By Logo Program License Agreement.

First name:
Last name:
Title/Position:
Company:
Industry:
Address line 1:
Address line 2:
City:
State/Province:
ZIP:
E-mail address:

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Codec-By Logo Program

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