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LICENSE AGREEMENT FOR DELTACAST SOFTWARE DEVELOPMENT KIT
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This license agreement, including exhibits attached ("Agreement”) is a legal agreement between you and DELTACAST.TV sa, rue Gilles Magnée, 92/6, Ans B-4430, Belgium ("DELTACAST") and governs your use of a DELTACAST software development kit (“SDK”). 

Each SDK has its own set of software and materials, but here is a description of the types of items that may be included in a SDK: source code, header files, APIs, binary software, sample code, libraries, utility programs, programming code and documentation.

This Agreement can be accepted only by an adult of legal age of majority in the country in which the SDK is used. 

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this Agreement, in which case “you” will mean the entity you represent. 

If you don’t have the required age or authority to accept this Agreement, or if you don’t accept all the terms and conditions of this Agreement, do not download, install or use the SDK. 

You agree to use the SDK only for purposes that are permitted by (a) this Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

1. License. 

 1.1 Grant

 Subject to the terms of this Agreement, DELTACAST hereby grants you a non-exclusive, non-transferable license, without the right to sublicense (except as expressly provided in this Agreement) to:
  (i) Install and use the SDK,
  (ii) Modify and create derivative works of the SDK, and
  (iii) Distribute those portions of the SDK that are identified in this Agreement as distributable, as incorporated in object code format into a software application that meets the distribution requirements indicated in this Agreement.

 UNLESS EXPRESSLY AUTHORIZED IN AN AGREEMENT WITH DELTACAST, YOU AGREE NOT TO USE THE SDK WITH ANY SYSTEM OR APPLICATION WHERE THE USE OR FAILURE OF SUCH SYSTEM OR APPLICATION CAN REASONABLY BE EXPECTED TO THREATEN OR RESULT IN PERSONAL INJURY, DEATH, OR CATASTROPHIC LOSS INCLUDING, WITHOUT LIMITATION, USE IN CONNECTION WITH ANY AVIONICS, NAVIGATION, MILITARY, MEDICAL, LIFE SUPPORT, OR OTHER LIFE CRITICAL APPLICATION ("CRITICAL APPLICATION"). UNLESS OTHERWISE STATED IN A SEPARATE AGREEMENT, DELTACAST DOES NOT TEST OR CERTIFY THE TECHNOLOGY FOR USE IN THE CONTEXT OF A CRITICAL APPLICATION AND DELTACAST WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, IN WHOLE OR IN PART, FOR ANY CLAIMS OR DAMAGES ARISING FROM SUCH USE.

 1.2 Distribution Requirements

 These are the distribution requirements for you to exercise the distribution grant:
  (i) Your application must have material additional functionality, beyond the included portions of the SDK.
  (ii) The distributable portions of the SDK shall only be accessed by your application. 
  (iii) The following notice shall be included in modifications and derivative works of sample source code distributed: “This software contains source code provided by DELTACAST.”
  (iv) Unless a developer tool is identified in this Agreement as distributable, it is delivered for your internal use only.
  (v) The terms under which you distribute your application must be consistent with the terms of this Agreement, including (without limitation) terms relating to the license grant and license restrictions and protection of DELTACAST’s intellectual property rights. Additionally, you agree that you will protect the privacy, security and legal rights of your application users.
  (vi) You agree to notify DELTACAST in writing of any known or suspected distribution or use of the SDK not in compliance with the requirements of this Agreement, and to enforce the terms of your agreements with respect to distributed SDK.

 1.3 Authorized Users
 
 You may allow employees and contractors of your entity or of your subsidiary(ies) to access and use the SDK from your secure network to perform work on your behalf. 

 If you are an academic institution you may allow users enrolled or employed by the academic institution to access and use the SDK from your secure network. 

 You are responsible for the compliance with the terms of this Agreement by your authorized users. Any act or omission that, if committed by you, would constitute a breach of this Agreement shall be deemed to constitute a breach of this Agreement if committed by your authorized users. If you become aware that your authorized users didn’t follow the terms of this Agreement, you agree to take reasonable steps to resolve the non-compliance and prevent new occurrences.

 1.4 Updates

 DELTACAST may, at its option, make available patches, workarounds or other updates to this SDK. Unless the updates are provided with their separate governing terms, they are deemed part of the SDK licensed to you as provided in this Agreement.
 
 1.5 Third Party Licenses
 
 The SDK may come bundled with, or otherwise include or be distributed with, third-party software licensed by a DELTACAST supplier and/or open source software provided under an open source license. Use of third-party software is subject to the third-party license terms, or in the absence of third-party terms, the terms of this Agreement. Copyright to third-party software is held by the copyright holders indicated in the third-party software or license.

2. Limitations.

 The following license limitations apply to your use of the SDK:

 2.1 You may not reverse engineer, decompile or disassemble any software provided by DELTACAST in binary format, or remove copyright or other proprietary notices from any portion of the SDK or copies of the SDK. 

 2.2 Except as expressly provided in this Agreement, you may not sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the SDK. 

 2.3 You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in the SDK. 

 2.4 You may not use the SDK in any manner that would cause it to become subject to an open source software license. As examples, licenses that require as a condition of use, modification, and/or distribution that the SDK be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

 2.5 You agree to defend, indemnify and hold harmless DELTACAST, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to your use of the SDK.

3. Ownership.

 3.1 DELTACAST or its licensors hold all rights, title and interest in and to the SDK and its modifications and derivative works, including their respective intellectual property rights, subject to your rights under Section 3.2. This SDK may include software and materials from DELTACAST’s licensors, and these licensors are intended third party beneficiaries that may enforce this Agreement with respect to their intellectual property rights. 

 3.2 You hold all rights, title and interest in and to your applications and your derivative works of the source code delivered in the SDK, including their respective intellectual property rights, subject to DELTACAST’s rights under section 3.1.

 3.3 You may, but don’t have to, provide to DELTACAST suggestions, feature requests or other feedback regarding the SDK, including possible enhancements or modifications to the SDK. For any feedback that you voluntarily provide, you hereby grant DELTACAST a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license, sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of distributors) it without the payment of any royalties or fees to you. DELTACAST will use feedback at its choice. DELTACAST is constantly looking for ways to improve its products, so you may send feedback to DELTACAST through contact@deltacast.tv.

4. No Warranties. 

 THE SDK IS PROVIDED BY DELTACAST “AS IS” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DELTACAST EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE.

5. Limitations of Liability. 
 
 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DELTACAST SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY. IN NO EVENT WILL DELTACAST’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED EUR€10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. 

 These exclusions and limitations of liability shall apply regardless if DELTACAST have been advised of the possibility of such damages, and regardless of whether a remedy fails its essential purpose. These exclusions and limitations of liability form an essential basis of the bargain between the parties, and, absent any of these exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different. 

6. Termination.

 6.1 This Agreement will continue to apply until terminated by either you or DELTACAST as described below. 

 6.2 If you want to terminate this Agreement, you may do so by stopping to use the SDK. 

 6.3 DELTACAST may, at any time, terminate this Agreement if: (i) you fail to comply with any term of this Agreement and the non-compliance is not fixed within thirty (30) days following notice from DELTACAST (or immediately if you violate DELTACAST’s intellectual property rights); (ii) you commence or participate in any legal proceeding against DELTACAST with respect to the SDK; or (iii) DELTACAST decides to no longer provide the SDK in a country or, in DELTACAST’s sole discretion, the continued use of it is no longer commercially viable.

 6.4 Upon any termination of this Agreement, you agree to promptly discontinue use of the SDK and destroy all copies in your possession or control. Your prior distributions in accordance with this Agreement are not affected by the termination of this Agreement. Upon written request, you will certify in writing that you have complied with your commitments under this section. Upon any termination of this Agreement all provisions survive except for the licenses granted to you.

7. General. 

 If you wish to assign this Agreement or your rights and obligations, including by merger, consolidation, dissolution or operation of law, contact DELTACAST to ask for permission. Any attempted assignment not approved by DELTACAST in writing shall be void and of no effect. DELTACAST may assign, delegate or transfer this Agreement and its rights and obligations, and if to a non-affiliate you will be notified. 

 You agree to cooperate with DELTACAST and provide reasonably requested information to verify your compliance with this Agreement.

 This Agreement will be governed in all respects by the laws of Belgium to the express exclusion of its conflict of laws rules and to the express exclusion of the United Nations Convention on international sales contracts signed in Vienna on April 11, 1980. All disputes arising out of or in connection with this Agreement shall first be attempted to be settled through consultation and negotiation in good faith in a spirit of mutual cooperation. Any dispute arising out of or in connection with this Agreement shall be exclusively settled by the Courts of DELTACAST’ registered office in Belgium.

 You agree to all terms of this Agreement in the English language.

 Each party acknowledges and agrees that the other is an independent contractor in the performance of this Agreement. 

 Any notice delivered by DELTACAST to you under this Agreement will be delivered via email. You agree that any notices that DELTACAST sends you electronically will satisfy any legal communication requirements. Please direct your legal notices or 

 other correspondence to rue Gilles Magnée, 92/6, Ans B-4430, Belgium, Attention: Legal Department.

 This Agreement and any exhibits incorporated into this Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all prior negotiations or documentation exchanged between the parties relating to this SDK license. Any additional and/or conflicting terms on documents issued by you are null, void, and invalid. Any amendment or waiver under this Agreement shall be in writing and signed by representatives of both parties.