LICENCE AGREEMENT

Please read the AAF SDK License Agreement carefully and click the 'Agree' button to accept the terms of the agreement, continue the registration process.

AVID TECHNOLOGY, INC.

AAF SDK LICENSE AGREEMENT

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE AAF SDK SOFTWARE. AVID TECHNOLOGY, INC. IS WILLING TO LICENSE THE AAF SDK SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN AVID IS UNWILLING TO LICENSE THE AAF SDK SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION WILL NOT PROCEED. YOU AGREE THAT YOUR USE OF THE AAF SDK SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

ANY THIRD PARTY SOFTWARE THAT MAY BE PROVIDED WITH THE AAF SDK SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY�S LICENSE AGREEMENT.

Limited Use License

Avid Technology, Inc. ("AVID") grants you, the end user ("Licensee"), the non-transferable, non-exclusive right, without the right to sublicense or rent, to use the AAF SDK software source code (together with any upgrades, modified versions or updates thereof, the "Software") solely for your internal purposes. You may copy the Software to multiple computer systems within your organization for development purposes, but you may not distribute the Software outside of your organization. You may modify the Software. AVID grants you the license to distribute unlimited copies of the Software compiled in executable form only as linked into your software applications.

Confidentiality

You acknowledge that the Software contains proprietary and confidential property of AVID and/or AVID's licensors (collectively, "Confidential Information"). You will not disclose, provide or otherwise make available any such Confidential Information in violation of the terms of this License Agreement. You will include and will not alter or remove any copyright, patent, trade secret, proprietary and/or other legal notices contained on or in the Software and/or the Documentation.

Title

This License is not a sale of the Software or any copy. AVID and/or its suppliers retains title and ownership of the Software and the documentation (the "Documentation"), including patents, copyrights, trademarks and proprietary rights applicable thereto, and all copies, regardless of the form or media on or in which the original or any copy may exist. Except as stated herein, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect of the Software and Documentation.

Government End Users

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are provided with Restricted Rights. If you are the U.S. Government or its contractor, use, duplication or disclosure of the Software and Documentation and other technical data is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights at FAR clause 52.227-19, or, in the case of the Department of Defense or its contractor, in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. The Software and Documentation are proprietary data, all rights of which are reserved under the copyright laws of the United States.

Warranty

THE SOFTWARE AND DOCUMENTATION ARE SUPPLIED "AS IS" AND AVID MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND/OR DOCUMENTATION, ITS NON- INFRINGEMENT OF THIRD PARTY'S RIGHTS, ITS USE, TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. AVID HEREBY DISCLAIMS ANY WARRANTY (A) REGARDING THE ACCURACY OR COMPLETENESS OF THE SOFTWARE AND DOCUMENTATION, AND (B) THAT THE SOFTARE AND THE DOCUMENTATION ARE APPROPRIATE FOR YOUR USE OR THAT THEY ARE ERROR-FREE. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION IS WITH YOU.

Exclusion Of Damages

IN NO EVENT WILL AVID BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, ECONOMIC, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF ANTICIPATED PROFITS RESULTING FROM THE SOFTWARE AND/OR DOCUMENTATION EVEN IF AVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SOFTWARE AND/OR DOCUMENTATION, OR WITH THIS LICENSE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE AND/OR DOCUMENTATION. AVID'S LIABILITY TO YOU OR ANY RELATED THIRD PARTY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO US$5.00.

Term

This License is effective until terminated. You may terminate the License at any time by returning the Software and all Documentation to AVID and by removing the Software from the memory of all computers into which the Software has been transferred. This License shall terminate automatically if you fail to comply with any term or condition contained herein. No notice shall be required from AVID to effectuate such termination. Upon termination, you must destroy all copies of the Software and Documentation.

Export

You agree that neither the Software nor the Documentation, nor any direct product thereof, is being or will be downloaded, transferred or otherwise exported or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder or will be used for any purposes prohibited by said Act. By using the Software you are agreeing to the foregoing and are representing and warranting that (a) no U.S. Federal agency has suspended, revoked or denied you export privileges; (b) you are not located in or under the control of a national or resident of any such country or on any such list; and (c) you will not export or re-export the Software to any prohibited country, or to any prohibited person, entity or end-user as specified by U.S. export controls.

Choice Of Law

This License will be governed by the laws in force in the Commonwealth of Massachusetts excluding the application of its conflicts of law rules, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

Miscellaneous

This License Agreement shall constitute the complete and exclusive agreement between you and AVID. The terms and conditions of this License Agreement shall not be modified unless both you and an authorized AVID representative execute a separate written instrument. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances and in other jurisdictions, or of the remaining provisions hereof under all circumstances.

Electronic AAF SDK License Agreement v.1.0 (10/28/99)

In witness of this Agreement, the Adopter has executed this Agreement below: