VIDISPINE END-USER LICENSE AGREEMENT PLEASE READ THIS AGREEMENT, HEREINAFTER THE ("AGREEMENT") CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE ("SOFTWARE"), YOU, HEREINAFTER THE ("CUSTOMER" OR "YOU") ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON RESTRICTIONS & REQUIREMENTS, LIMITED WARRANTY, AND LIMITATION OF LIABILITY. CUSTOMER AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER. THIS AGREEMENT IS ENFORCEABLE AGAINST CUSTOMER. BY DOWNLOADING AND INSTALLING THE SOFTWARE FROM VIDISPINE AB, ORGANISATION NO. 556784-3916, NORGEGATAN 2, 164 32, KISTA, SWEDEN ("VIDISPINE"). CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE. 1. INTELLECTUAL PROPERTY OWNERSHIP Any copyright, patents, design rights and all other Intellectual Property Rights in the Software, related documentation and material, including new versions, updates and other amendments are and will remain the exclusive property of Vidispine. The structure, organization, and source code of the Software are valuable trade secrets and confidential information of Vidispine. The Software is protected by law, including but not limited to the copyright laws of Sweden and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant the Customer any intellectual property rights in the Software or any related documentation or material. All rights not expressly granted are reserved by Vidispine. 2. THIRD PARTY SOFTWARE The Software may include third party programs owned by a third party. Such third party software license terms may differ from those set forth in this Agreement. 3. MAINTENANCE AND UPDATES OF SOFTWARE Vidispine may automatically check the version of the Software. Vidispine may also automatically download and release updates to the Software from time to time. Customer agrees to accept such updates subject to these terms unless other terms accompany the updates. If so, those other terms will apply. Vidispine is not obligated to make any updates available and does not guarantee that it will support the version of the Software for which the Customer has licensed. Vidispine strive to keep the Software up and running, occasional disruptions and outages may occur, and Vidispine is not liable for any disruption or loss Customer you may suffer as a result. Customer should regularly backup the Content since it can prevent Customer's loss of content and data. 4. RESTRICTIONS AND REQUIREMENTS Proprietary Notices Any permitted copy of the Software (including without limitation, documentation and other material) that the Customer makes must contain the same copyright and other proprietary notices that appear on or in the Software. Use Obligations The Customer agrees that it will not use the Software other than as permitted by this Agreement and that it will not use the Software in a manner inconsistent with its design or documentation. No Modifications Except as expressly permitted in this Agreement, the Customer may not modify, port, adapt, or translate the Software. No Reverse Engineering Except as otherwise expressly permitted in this Agreement, the Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, except and only to the extent that the applicable copyright law expressly permits doing so. No Transfer THE CUSTOMER WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE SOFTWARE (INCLUDING WITHOUT LIMITATION, SOFTWARE OBTAINED THROUGH A WEB DOWNLOAD), OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN. 5. DISCLAIMER OF WARRANTIES YOU AGREE THAT VIDISPINE HAS MADE NO EXPRESS WARRANTIES TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. VIDISPINE DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. 6. LIMIT OF LIABILITY IN NO EVENT WILL VIDISPINE BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF VIDISPINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. INDEMNIFICATION Customer will indemnify, defend, and hold Vidispine and its affiliates, officers, directors, employees, agents, and third-party providers harmless from and against any and all claims, demands, causes of action, debts or liabilities (including reasonable attorneys' fees and expenses) that arise from or relate to a) any content that Customer upload, download, store, display, transmit, or distribute through the Software, (b) Customer's breach of this Agreement, or (c) any action that Vidispine takes as part of its investigation or cooperation with law enforcement officials or other appropriate authorities regarding suspected inappropriate or illegal activity enabled or carried out through the Software. 8. GENERAL PROVISIONS If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms. This Agreement may only be modified by Vidispine. This is the entire Agreement between Vidispine and the Customer relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software. 9. CHANGES TO THE AGREEMENT From time to time, Vidispine may change or amend these terms. A notification will then be sent to the Customer. If the Customer uses the Software after the date the change becomes effective, Customer consent to the changed terms. 10. CODE OF CONDUCT GOVERNING THE USE OF THE SOFTWARE The following content or actions violate this Agreement and are not permitted. 1. Do not use the Software to do anything illegal. 2. Do not engage in activity that is false or misleading. 3. Do not infringe upon the rights of others (e.g. unauthorized sharing of copyrighted music, movies, resale or other distribution of, photographs and other content). 4. Do not engage in activity that violates the privacy of others. If Customer violates the Agreement it may cause a suspension or cancellation of this Agreement and the Customer's right to use the Software. 11. GOVERNING LAW, DISPUTES AND SETTLEMENT This contract shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be solved by mediation in accordance with the Rules of the Mediation Institute of the Stockholm Chamber of Commerce. Where the dispute cannot be settled by mediation, it shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC"). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English. No Waiver Vidispine's waiver of a breach or a default of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or any other provision. Vidispine's delay or failure to exercise or avail itself of any right will not operate as a waiver of any right by Vidispine. 12. TERMINATION Term of Rights The rights granted to you under this Agreement are effective as of the date that Customer uses the Software and will remain in effect until Vidispine ceases to provide the Software or terminates Customers rights. Termination by Vidispine Vidispine has the right to terminate Customer's rights under this Agreement without notice if Customer is in breach of any provision of this Agreement. Survival Termination of this Agreement for any reason will not affect the applicability of any of the terms of this Agreement with respect to Customer's past use of the Software. Customer acknowledge that termination of this Agreement may result in the deletion of data and settings, but Vidispine is under no obligation to do so.