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Software License Agreement
DELTACAST IP Virtual Card SDK

Version: 1.0
Last updated: 2020-07-09
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(c) DELTACAST. All rights reserved.


PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING AND/OR
INSTALLING THIS SOFTWARE BY DOWNLOADING  AND/OR INSTALLING THIS
SOFTWARE, INCLUDING ANY SOURCE AND OBJECT CODE RELATED THERETO, YOU ARE
AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO
NOT OR CANNOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT
DOWNLOAD, INSTALL OR USE THIS SOFTWARE OR ANY PART THEREOF.


1. Definitions
   -----------

As used in this Software License Agreement the following terms shall have the following
meanings:

  a. The "Software" or "SOFTWARE" means and refers to the IP Virtual Card software 
supplied by DELTACAST  pursuant to this Agreement, which may or may not also include 
on-line and printed documentation, associated media and other materials, and with the 
exclusion of the drivers and runtime libraries provided by DELTACAST in binary form

  b. "DELTACAST" means and refers to Deltacast.tv S.A., rue Gilles Magne, 92/6, 
Ans B-4430, Belgium and/or its suppliers and licensors, as appropriate under the
circumstances.

  c. "You" means and refers to the company, entity or individual who either purchases a
license for the Software, whether directly or indirectly, or is granted a right to use the
Software by DELTACAST.

  d. The "Agreement" and the "License" means and refers to this Software Licence
Agreement.


2. License
   -------

  a. Subject to the terms and conditions of this Agreement, DELTACAST hereby grants to
You, effective on the date that you accept this Agreement and/or download or install any 
part of the source and/or object code for the Software, a world-wide, non-exclusive, 
license to install and use the Software on a computer.

  b. You shall retain and do not delete any of DELTACAST's copyright and other proprietary 
notices and disclaimers as they appear in the Software, and keep intact all notices in the 
viewable source code for the Software that refer to this License.

All rights not specifically granted in this License are hereby retained by DELTACAST.


3. Restrictions and Limitations on Use
   ----------------------------------

  a. You may not modify, de-compile, disassemble or otherwise attempt to reverse engineer 
the Software, or any part of it.

  b. You may not copy or distribute the Software except as specifically provided in this
Agreement. 

  c. You may not take any action that challenges DELTACAST's claim of ownership rights
with respect to Software or do anything that is intended to impair or that has the effect 
of impairing any of DELTACAST's rights to the software.

  d. You may not export the Software into any country prohibited by the regulations
hereunder.

  e. You may not modify the Software but you can create derivative works based upon the 
Software.


4. Ownership and Copyright
   -----------------------

The foregoing License gives you limited license to use the Software. DELTACAST and its
licensors retain all rights, title and interest in and to the Software and any future
modifications in or to the Software ("DELTACAST Modifications"). 

DELTACAST may, at its sole discretion, choose to license such DELTACAST Modifications
under this License Agreement, or on different terms from those contained in this License 
Agreement or may choose not to license them at all. 

If you create or cause to be created a derivative work based on the Software, you agree
to assign all rights with respect to such derivative works to DELTACAST and this License 
Agreement shall have the effect of a present assignment of all future copyrights related
thereto.

You agree that any copies of the Software will contain the same proprietary notices,
which appear on and in the Software. All rights not specifically granted in this License
Agreement, including Belgian, European and International Copyrights, are reserved by
DELTACAST, its suppliers and/or licensors.

For your partners or local integrators that will sign the standard NDA from DELTACAST, 
you have the right to supply DELTACASTs Software to them, so that they can build your 
deployed product and sell it.


5. Disclaimer of Warranty
   ----------------------

The Software may contain in whole or in part pre-release, untested, or not  fully tested
works. The Software may also contain errors that could cause failures or loss of data,
and may be incomplete or contain inaccuracies. 

You expressly agree that the use of the Software, or any portion thereof, is at your sole
and entire risk.

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY, UPGRADES OR
SUPPORT OF ANY KIND AND DELTACAST EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY, OR FITNESS
FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. 

DELTACAST DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF
THE LIFT FOR THE SOFTWARE, THAT THE FUNCTIONS CONTAINED  IN THE SOFTWARE
WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DELTACAST
OR ANY OTHER PARTY SHALL CREATE A WARRANTY WITH RESPECT TO THE SOFTWARE.

You acknowledge that the Software is not intended for use in the operation of nuclear
facilities, aircraft navigation or communication systems, or air traffic control machines in 
which case the failure of the  Software could lead to death, personal injury, or severe
physical or environmental damage.

You agree not you obtain or use the Software in any country that does not allow the
exclusion or limitation liability for consequential or incidental damages.


6. Limitation of Liability
   -----------------------

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
DELTACAST OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE 
OF OR INABILITY TO USE THE SOFTWARE OR FAILURE TO PROVIDE SUPPORT
SERVICES, EVEN IF DELTACAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY CASE, DELTACAST'S ENTIRE LIABILITY UNDER ANY PROVISION OF
THIS LICENSE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR THIS
LICENSE AGREEMENT. BECAUSE SOME COUNTRIES AND JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF  LIABILITY WITH RESPECT TO CERTAIN
CLAIMS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU OR TO A PARTICULAR CLAIM
THAT YOU MIGHT WISH TO MAKE.


7. Termination
   -----------

a. Termination

The License Agreement and the rights granted hereunder will terminate:

  1. Automatically without notice from DELTACAST if you fail to comply with any term(s) of 
this License Agreement and fail to cure such breach within 15 days of receiving notice of 
such breach;

  2. Immediately in the event of the circumstances described in Section 8.c.2; or

  3. Automatically without notice from DELTACAST if you, at any time during the term of
this License, commence an action for patent or copyright infringement against
DELTACAST.

b. Effect of Termination

Upon termination, you agree to immediately stop  any further use, reproduction or
distribution of the Software and to destroy all copies of the Software that are in your
possession, custody or control. Provisions which, by their nature, should remain in effect 
beyond the termination of this License shall survive, including but not limited to Sections 
(3, 4, 5, 6, 7, and ). No party will be liable to any other for compensation, indemnity or
damages of any sort solely as a result of terminating this License in accordance with its
terms, and termination of  this License will be without prejudice to any other right or
remedy of any party.


8. General
   -------

a. Relationship of Parties

This License will not be construed as creating an agency, partnership, joint venture or
any other form of legal association between or among you and DELTACAST, and you will 
not represent to the contrary, whether expressly, by implication, appearance or
otherwise.

b. Waiver; Construction

Failure by DELTACAST to enforce any provision of this License will not be deemed a
waiver of future enforcement of that or any other provision. Any law or regulation which 
provides that the language of a contract shall be construed against the drafter will not
apply to this License. 

c. Severability

  1. If for any reason a court of competent jurisdiction finds any provision of this
License, or portion thereof, to be unenforceable, that provision of the License will be
enforced to the maximum extent permissible so as to effect the economic benefits and
intent of the parties, and the remainder of this License will continue in full force and
effect.

  2. Notwithstanding the foregoing, if applicable law prohibits or restricts you from
fully and/or specifically complying with Section 2 of this License or prevents the
enforceability of that Section, this License will immediately terminate and you must
immediately discontinue any use of the Software and destroy all copies of it that are in
your possession or control.

d. Dispute Resolution

Any litigation or other dispute resolution between you and DELTACAST  relating to this
License shall take place in Belgium. In any legal proceeding arising out of this
Agreement, the prevailing party shall be entitled to an award of its costs and reasonable
attorneys' fees. Company agrees that Belgium courts shall have jurisdiction and venue in 
any such proceeding. 

e. Entire agreement; Governing Law

This License constitutes the entire agreement between the parties with respect to the
subject matter hereof. This License shall be governed by the laws of the Kingdom of
Belgium (without regard to conflicts of laws provisions).

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