END USER LICENSE AGREEMENT

IMPORTANT -- READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement for certain TVersity Software (“License Agreement”) is a legal agreement between you (either an individual or an entity) (hereinafter “You”) and TVersity Inc. and its suppliers and licensors (collectively “Company”) relating to Your installation and use of the TVersity Media Server software (the “Software”).  BY CHECKING ON THE “I Accept” BUTTON, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK THE “CANCEL” BUTTON AND/OR DO NOT INSTALL THE SOFTWARE. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1.	License Grant.

(a)	Subject to the terms and conditions contained in this License Agreement, Company hereby grants to You a non-exclusive, non-transferable, limited license to use the Software and any related documentation (“Documentation”), solely for personal non commercial purposes..
 
(b)	You may: (i) use the Software on any number of computers; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software’s proprietary notices. 

(c) 	Subject to the terms and conditions hereof, You may permit an individual (if You are an entity) or another individual (if You are an individual) to utilize the Software, provided, however, that: such individual (or other individual) agrees to be bound by the terms and conditions hereof.

(d)	Certain rights are not granted under this Agreement, but may be available under a separate agreement. If you would like to enter into a distribution agreement or learn of other licensing strategies, please contact Company.

2.	License Restrictions.

(a)	You may not: (i) permit other individuals to use or access the Software, except under the terms and conditions listed above; (ii) alter, merge, adapt, modify, translate, reverse engineer, decompile, disassemble or otherwise derive the source code of the Software or reduce the Software to a human-perceivable form (except to the extent that this restriction is expressly prohibited by law); (iii) create derivative works based upon the Software or Documentation; (iv) copy the Software or Documentation (except for back-up or archival purposes); (v) sell, rent, lease, transfer, sublicense, or otherwise transfer or distribute rights to the Software or Documentation; (vi) remove any proprietary notices or labels on or affixed to the Software or Documentation.  Any action taken by You which is prohibited by this License Agreement shall immediately terminate Your license to the Software; or (vii) use the Software on any non-PC product or any embedded or device versions of any operating system, including, but not limited to, mobile devices, internet appliances, set top boxes (STB), handhelds, PDAs, phones, web pads, tablets, game consoles, TVs, DVDs, gaming machines, home automation systems, kiosks or any other consumer electronics devices or mobile/cable/satellite/television or closed system based service.

(b)	You agree that You will only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction(s) in which You use the Software and Documentation, including without limitation, applicable restrictions concerning copyright and other intellectual property rights.

(c)	You may only utilize the Software for Your personal, individual and non-commercial use.  You may not use the Software to provide time-sharing or service bureau services to third parties.   All rights not expressly granted under this Agreement are reserved by Company.

(d)	You agree that Company may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse Company for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. 

(e)	You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software. 

3.	Ownership and Title.  Title, ownership, rights,including copyright and intellectual property rights in and to the Software and all copies and Documentation shall remain in and with Company.  The Software is protected by the copyright and other laws of the United States and other countries and international copyright treaties. All rights not specifically granted in this License Agreement, including Federal and International Copyrights, are reserved by Company.

4. 	Warranties and Liabilities.

(a)	NO WARRANTIES.  THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE AND ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER.  COMPANY  EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE SOFTWARE OR THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR INFORMATION TO BE DERIVED THEREFROM.  NOTWITHSTANDING THE FOREGOING, YOU MAY HAVE CERTAIN RELATED RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 

(b)	LIMITATIONS OF LIABILITY.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. 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.  FURTHER, IN NO EVENT SHALL COMPANY’S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED [ONE DOLLAR ($1.00)].

5.	Indemnification.  You agree to indemnify, defend and hold harmless Company, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that You have violated any terms of this License Agreement.  If You are importing the Software from the United States, You shall indemnify and hold Company harmless from and against any import and export duties or other claims arising from such importation.

6.	Termination.  This License Agreement will automatically terminate if You fail to comply with any term hereof.  No notice shall be required from Company to effect such termination.  You may also terminate this License Agreement at any time by notifying Company in writing of termination.  Upon any termination of this License Agreement, You shall immediately discontinue use of the Software and shall within three (3) days return to Company, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by Company.

7.	Assignment.  This Agreement is personal to You, and may not be assigned without Company’s express written consent.

8.	Technical Support.  No technical support for the Software is provided by Company.

9. 	Government Uses.  If You are an agency of the U.S. Government, the following will apply: The Software has been developed entirely at private expense, is regularly used for non-governmental purposes and has been licensed to the public.  The Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 (Sept. 1995) or as “commercial computer software” as that term is defined in 48 C.F.R. 252.227-7014 (June 1995) or any equivalent agency regulation or contract clause, whichever is applicable.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government agencies acquire only those rights to the Software as are expressly set forth herein.

10.	Third Party Software. The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at <http://tversity.com/about/ack/> and are made a part of and incorporated by reference into this License Agreement. By accepting this License Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.

11. 	General.  This License Agreement constitutes the complete and exclusive agreement between You and Company.  The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by You and an authorized representative of Company.  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, or of the remaining provisions hereof under all circumstances.  This License Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law provisions, and You hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of New Jersey in connection with any dispute, cause of action or claim arising out of this License Agreement.  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.