GRASS VALLEY, INC. SOFTWARE END USER LICENSE AGREEMENT THE ENCLOSED MATERIALS ARE PROTECTED BY COPYRIGHT LAW AND ARE FURNISHED SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. RETENTION OF THE MATERIALS FOR MORE THAN THIRTY DAYS, OPENING THE SEALED MEDIA PACKAGE, IF ANY, SURROUNDING THE MATERIALS, OR USE OF THE MATERIALS IN ANY MANNER WILL BE CONSIDERED ACCEPTANCEOF THE TERMS OF THIS AGREEMENT. IF THESE TERMS ARE NOT ACCEPTABLE, PROMPTLY RETURN THE UNOPENED MEDIA PACKAGE AND THE ACCOMPANYING MATERIALS TO GRASS VALLEY, INC., OR AN AUTHORIZED RESELLER FOR A FULL REFUND OF THE LICENSE FEE PAID. DEFINITIONS "Licensed Software" means the enclosed GRASS VALLEY, INC. software program (executable program) and accompanying documentation, plus any upgrades, modified versions, updates, additions and copies of the software program furnished to Customer during the term of the license granted herein. "GRASS VALLEY, INC.", with respect to title to or warranty of the Licensed Software, means GRASS VALLEY, INC. GRASS VALLEY, as used elsewhere herein means GRASS VALLEY, INC. and/or the Authorized Reseller from whom Customer acquired the Licensed Software."Customer" means the person or organization in whose name the Licensed Software was ordered for initial use. "Machine" means any computer, including a server, netstation, terminal, workstation and/or personal computer, upon which the Licensed Software is installed. LICENSE GRASS VALLEY grants to Customer a non-exclusive license to use the Licensed Software, provided that Customer agrees to the following: Customer may: a. Use the Licensed Software on the number of Machines specified in Customer's Purchase Order as accepted by GRASS VALLEY, or, if no number is specified, on only a single Machine at any one time. If the Licensed Software supports usage by more than one user at a time, it may only be used to support the number the customer is entitled to. b. Make copies of the Licensed Software in machine readable form as reasonably necessary to support the authorized use, and make one (1) additional copy of the Licensed Software in machine readable form solely for back-up purposes, provided that Customer reproduces all proprietary notices on all copies; and c. Physically transfer the Licensed Software from one Machine to another, provided that the Licensed Software is used only on the authorized number of Machines at any one time. Customer may not: a. Use the Licensed Software on more than the authorized number of Machines at any one time; b. Modify, translate, reverse engineer, decompile, disassemble, create derivative works based upon, or copy (except for the authorized use and back-up purposes as specified above) the Licensed Software; c. Rent or lease the Licensed Software; d. Remove any proprietary notices, labels or marks on the Licensed Software; e. Disable any security measures which may protect portions of the Licensed Software; f. Transfer the Licensed Software to another user without the prior written consent of GRASS VALLEY; g. Export or re-export, directly or indirectly, the Licensed Software, or the direct product thereof, to any country to which such export or re-export is restricted by law or regulation of the United States or any foreign government having jurisdiction without the prior authorization, if required, of the Bureau of Export Administration, Department of Commerce, Washington, D.C., and the corresponding agency of such foreign government; or h. Copy the accompanying documentation without the prior written consent of GRASS VALLEY. For Licensed Software comprising a corrective update to previously acquired Licensed Software, Customer may use the update only to update or replace the previously acquired Licensed Software for use on only the authorized number of Machines at any one time. Title to the Licensed Software and all copies thereof, but not the media on which the Licensed Software or copies may reside, shall be and remain with GRASS VALLEY, or its Suppliers from whom GRASS VALLEY has obtained respective license rights Customer shall pay when due all property taxes that may now or hereafter be imposed, levied or assessed with respect to the possession or use of the Licensed Software or this license and shall file all reports required in connection with such taxes. THE LICENSED SOFTWARE MAY NOT BE USED, COPIED, MODIFIED, MERGED OR TRANSFERRED TO ANOTHER EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS AND CONDITIONS. Upon request of GRASS VALLEY, Customer shall provide GRASS VALLEY with written certification of Customer's compliance with these terms and conditions. TERM The license granted herein is effective upon acceptance by Customer, and shall remain in effect until terminated as provided herein. The license may be terminated by Customer at any time upon written notice to GRASS VALLEY. The license may be terminated by GRASS VALLEY or its Suppliers from whom GRASS VALLEY may have obtained a license right if Customer fails to comply with any term or condition and such failure is not remedied within thirty (30) days after notice thereof from GRASS VALLEY or such Supplier. Upon termination by either party, Customer shall return to GRASS VALLEY, or destroy, the Licensed Software including accompanying documentation, together with all copies in any form. LIMITED WARRANTY AND DISCLAIMER GRASS VALLEY warrants that, for a period of ninety (90) days from the date of delivery of the Licensed Software to Customer, as evidenced by a copy of Customer's invoice or receipt, the Licensed Software will conform to the specifications in the accompanying documentation when used properly in the specified operating environment, and that the media on which the Licensed Software is furnished under normal use will be free from defects in materials and workmanship. GRASS VALLEY and its Suppliers' entire liability and Customer'ss exclusive remedy under this warranty (which is subject to Customer's returning the Licensed Software to GRASS VALLEY or the Authorized Reseller with a copy of Customer's invoice or receipt) will be, at the option of GRASS VALLEY, to replace the media or to refund the purchase price and terminate this Agreement. GRASS VALLEY further warrants that it has the right to grant licenses for Suppliers' software of the scope granted herein. This warranty shall not apply to any Licensed Software that has been modified or altered by Customer. GRASS VALLEY shall not be obligated to furnish service under this warranty with respect to any Licensed Software: a) that is used in an operating environment other than that specified or in a manner inconsistent with the documentation accompanying the Licensed Software, or b) when the Licensed Software has been integrated with other materials if the result of such integration increases the time or difficulty of analyzing or servicing the Licensed Software or the problems ascribed to the Licensed Software. EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES GRASS VALLEY SOFTWARE AND ITS SUPPLIERS MAKE, AND CUSTOMER RECEIVES, NO WARRANTIES OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, AND GRASS VALLEY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. GRASS VALLEY does not warrant that the Licensed Software will operate uninterrupted or error free. Customer assumes the responsibility for the selection of the Licensed Software and hardware to achieve Customer's intended results; and for the installation, use, and results obtained from the Licensed Software. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. THE WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. PROPRIETARY RIGHTS This license is not a sale. Title and copyrights to the Licensed Software, and any copy made by Customer remain with GRASS VALLEY or its Suppliers. LIMITATION OF LIABILITY IN NO EVENT WILL GRASS VALLEY, ITS SUPPLIERS OR AUTHORIZED RESELLERS BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE, REFERENCE MATERIALS OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF GRASS VALLEY, ITS SUPPLIERS OR AUTHORIZED RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE LIABILITY OF GRASS VALLEY EXCEED THE AMOUNT PAID FOR THE LICENSED SOFTWARE AT ISSUE. CUSTOMER ACKNOWLEDGES THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER. THIRD-PARTY DISCLAIMER Except as expressly agreed otherwise, Suppliers from whom GRASS VALLEY may have obtained a license right do not warrant the Licensed Software, do not assume any liability with respect to its use, and do not undertake to furnish any support or information relating thereto. GENERAL This Agreement contains the entire agreement between the parties with respect to the use, reproduction, and transfer of the Licensed Software. This Agreement will be governed by the laws of the State of California, without reference to conflict of laws principles. In any dispute arising out of this Agreement, Customer and GRASS VALLEY each consent to exclusive personal jurisdiction and venue in the State and Federal courts within Nevada County, California. Should Customer have any questions concerning this Agreement, or if Customer desires to contact GRASS VALLEY for any reason, please write: GRASS VALLEY, 400 Providence Mine Road, Nevada City, California 95959