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TRACKTION SOFTWARE CORPORATION END USER LICENSE AGREEMENT

Tracktion Software

By clicking on the "I Accept" button, installing, copying or otherwise using the Software, You agree to be bound by the terms of this License Agreement. The terms also apply to any Software updates, supplements, and support services provided by TSC. If You do not agree to the terms of this License Agreement, click on the "I Do Not Accept" button and/or do not install the Software.

1. Definitions. "TSC" means Tracktion Software Corporation and any third party licensor of software bundled with TSC products. "Software" means (a) Tracktion version 7.0 and all supplements or upgrades, and (b) any third party software bundled with a TSC product and all supplements and upgrades thereof. "You" means the end user of the Software and, if the end user is an entity, all of its employees, agents and independent contractors.

2. License. You are granted the following personal, nonexclusive, nontransferable, limited license:

  (a) YOU MAY:  (1) use the Software on a maximum of two computers;  (2) physically transfer the Software from one device to another provided that (i) the Software is used on no more than two devices at a time and that You remove any copies of the Software from the device(s) from which the Software is being transferred, and (ii) the transfer is not for the purpose of sharing this license between devices; and  (3) install another copy of the Software in the event that the first Software installation is unusable.

  (b) YOU MAY NOT:  (a) distribute copies of the Software or the documentation to others;  (b) modify, rent, lease or grant sublicenses or other rights to the Software;  (c) use the Software in a computer service business, network, time-sharing, multiple CPU or multiple user arrangement without the prior written consent of TSC;  (d) work around any technical limitations in the Software;  (e) make more copies of the Software than permitted by this agreement;  (f) publish the Software for others to copy, or  (g) reverse engineer, disassemble, compile, modify, translate, or otherwise alter the Software in whole or in part.

2. Title to Intellectual Property. The Software is licensed to You, not sold. TSC retains title and ownership of the Software and documentation, including all intellectual property and usage rights. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO TSC.

3. Limited Warranty. TSC warrants that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of ninety days from the date of purchase or, in the case of supplements or upgrades, delivery. If a defect appears during the warranty period, return the medium containing the Software to TSC, and You will receive a free replacement. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period. The foregoing is Your sole and exclusive remedy for breach of warranty. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.

4. Exclusions From Warranty.  This warranty does not cover problems caused by Your acts (or failures to act), the acts of others, or events beyond TSC's reasonable control.

5. No Other Warranties. The limited warranty set forth above is the only warranty provided by TSC. TSC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR IS ERROR FREE. TSC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE SOFTWARE. If Your local laws give You any implied warranties, guarantees or conditions, despite this exclusion, Your remedies are described in the Limited Warranty clause above, to the extent permitted by Your local laws.

6. Limitation of Liability. IN NO EVENT SHALL TSC BE LIABLE TO YOU FOR ANY LOST PROFITS, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, EVEN IF TSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TSC'S LIABILITY FOR ANY CLAIM, LOSSES, DAMAGES OR INJURY, WHETHER CAUSED BY BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU.

7. Term. This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Software together with destroying all copies of the Software in any form. This Agreement, including the license to use the Software, will terminate automatically if You fail to comply with any of its terms or conditions.

8. Upgrades and Supplements. TSC may, at its discretion, release upgrades or supplements to the Software. TSC has no obligation to offer upgrades or supplements to any end user of the Software.

9. Export. You shall comply with all laws, regulations, rules and requirements relating to the import, export, or re-export of the Software, documentation or any other items subject to this Agreement (including, but not limited to, the requirements under the U.S. Export Administration Act, Regulations of the Department of Commerce or its successors, executive orders, and other export controls of the United States of America). You shall not export or re-export, or authorize or permit the export or re-export of, any such items to any country to which export or re-export of the Software is prohibited without first obtaining the permission of the United States Department of Commerce, Bureau of Export Administration or its successor.

10. Assignment, Successors. No right or license under this Agreement may be assigned or transferred by You, nor may any duty be delegated by You without Licensor's prior written consent. Any assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of You and TSC.

11. Governing Law and Severability. This Agreement will be governed by the laws of the State of Washington and will be interpreted as if the agreement were made between Washington residents and performed entirely within Washington. For purposes of this Agreement, the United Nations Convention on the International Sale of Goods shall not be considered as a part of the law of the State of Washington and shall not be applicable to this Agreement. If for any reason a court finds any provision of this License unenforceable, that provision will be enforced to the maximum extent possible, and the remainder of the License shall continue in full force and effect.

12. Entire Agreement. This is the entire agreement between You and TSC and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. No amendment or modification of this agreement will be binding unless in writing and signed by a duly authorized representative of TSC.