ROSS VIDEO LIMITED

DASHBOARD LICENSE AGREEMENT

This License Agreement is a legal agreement between you and Ross Video Limited (Ross Video), specifying the terms and conditions for your use of Ross Video’s software known as “DashBoard”. In this agreement, “Software" shall mean the DashBoard software program in the form provided to you, including without limitation any other machine readable materials (including, but not limited to, libraries, source files, header files, and data files), any updates, modifications or error corrections provided by Ross Video, and any user manuals, programming guides and other documentation provided to you by Ross Video in connection with such software. For greater certainty “Software” does not include any features or plug-ins that may be purchased by you as upgrades or enhancements to the Software. By installing the Software, you are indicating your acceptance of all the terms and conditions of this License Agreement as well as any license agreements, software user agreement or other agreements included and referred to by reference in this Agreement (collectively referred to as the “License Agreement” or sometimes “this Agreement”). If you do not agree to any of the terms or conditions of this License Agreement, do not install or use the Software.

1. COPYRIGHT AND OWNERSHIP

  1. The Software is owned by Ross Video, and is confidential and protected by Canadian copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All rights not explicitly granted under this License Agreement are hereby reserved.
  2. All copies of the Software, in any form provided by Ross Video or made by you, are the sole property of Ross Video and/or its suppliers. You do not have any right, title, or interest to any such Software, or copies thereof except as provided in this grant, and further you agree secure and protect all Software consistent with maintenance of Ross Video’s proprietary rights therein.

2. GRANT OF LICENSE.

Subject to the provisions of this Agreement, Ross Video grants to you, without charge, the following limited, non-exclusive, non-transferable rights:

  1. You may install and use the Software on any computer for exclusive use by your organization and not by others.
  2. You may copy the Software as required for backup and archival purposes.
  3. You may redistribute copies of the Software to members of your organization, provided that this License Agreement is included with each copy and provided that any member of your organization who uses the Software accepts and agrees to be bound by this License Agreement and by any license agreements and other agreement incorporated by reference into this License Agreement.

3. OTHER RIGHTS AND LIMITATIONS.

  1. You may not modify or translate the Software.
  2. You may not disassemble or reverse engineer the Software or allow it to be disassembled into its constituent source code.
  3. You may not use the Software for any purpose not authorized by this License Agreement. Without limitation, you may not make the Software available for download on any website or otherwise sell or transfer copies of the Software to any third party outside of your organization without the express prior written consent of Ross Video which may be withheld for any reason.

4. NO WARRANTY.

The Software is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or noninfringement. Ross Video does not promise, represent or warrant that any errors or bugs found in the Software will be corrected. The entire risk arising out of use or performance of the Software remains with you.

5. LIMITATION OF LIABILITY.

YOU ACKNOWLEDGE AND AGREE THAT, IN CONSIDERATION OF THE FACT THAT THE SOFTWARE HAS BEEN PROVIDED TO YOU WITHOUT CHARGE, ROSS VIDEO CANNOT AND DOES NOT ASSUME ANY RISK OF DAMAGES AND, IN PARTICULAR, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT ROSS VIDEO SHALL NOT BE RESPONSIBLE TO YOU OR ANY OTHER PARTY FOR ANY LOSS-OF-PROFIT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE.

NOTE: The above limitation of liability does not apply where prohibited by statute law.

6. PROPRIETARY NOTICES

You acknowledge and agree as between you and Ross Video, Ross Video owns all proprietary rights in and to the names “Ross Video”, “DashBoard”, “openGear”, - related trademarks, service marks, logos and other brand designations. You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.

7. APPLICABLE LICENSES

  1. Eclipse: Acceptance by you of the terms and conditions of this License Agreement and use of the Software in accordance therewith requires acceptance by you of all license agreements, software user agreements and other agreements required by the Eclipse Foundation which you may access as follows:
    Eclipse Public License Version 1.0:
    http://www.eclipse.org/legal/epl-v10.html
    Eclipse Software User Agreement:
    http://www.eclipse.org/legal/epl/notice.php
  2. Creative Commons: Acceptance by you of the terms and conditions of this License Agreement and use of the Software in accordance therewith entail acceptance by you of the license agreement required by Creative Commons which you may access at:
    http://www.creativecommons.org/licenses/by-sa/2.5/legalcode
  3. If you do not accept and agree to the licenses and other agreements described in the above links which are incorporated by reference into this License Agreement, then do not download and use the Software.
  4. Java: If you choose to install the Sun JRE, you must also accept the terms and conditions of the Sun Microsystems, Inc. Binary Code License Agreement as well as related third party licenses, which you may access as follows:
    http://java.sun.com/javase/6/jre-6-license.txt
    http://java.sun.com/javase/6/javase-6-thirdpartyreadme.txt
  5. If you do not accept and agree to these Sun Microsystems, Inc. licenses which are incorporated by reference into this License Agreement, then do not download and use the Sun JRE.

8. REMEDIES

You acknowledge that the unauthorized use, transfer or disclosure of the Software or copies thereof will (i) substantially diminish the value to Ross Video of the trade secrets and other proprietary interests that are the subject of this grant; (ii) render Ross Video’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If you breach any of your obligations with respect to the use or confidentiality of the Software, in addition to any other legal remedies to which Ross Video may be entitled, Ross Video shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief and you expressly consent to any such application by Ross Video that may be made in a court of competent jurisdiction.

9. QUESTIONS

If you have any questions or comments regarding this License Agreement, please contact:

Ross Video Limited
8 John Street
P.O. Box 220
Iroquois, ON
Canada K0E 1K0
techsupport@rossvideo.com

10. TERMINATION.

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from Ross Video if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right and, in such event, other than a claim for infringement by Ross Video against you in the event that you are alleged to have infringed Ross Video’s intellectual property rights, there shall be no claim by either you or Ross Video against the other arising out of such termination. Upon termination, you must destroy all copies of the Software.

11. U.S. GOVERNMENT RESTRICTED RIGHTS.

If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Software will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

12. GOVERNING LAW.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. No choice of law rules of any jurisdiction will apply.

13. SEVERABILITY.

If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

14. SURVIVAL.

All obligations of each you and Ross Video which expressly or by their nature survive termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding such termination and until they are satisfied or by their nature expire.

15. INTEGRATION.

This Agreement and the agreement incorporated herein by reference constitute the entire agreement between you and Ross Video relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.