SOFTWARE LICENSE AGREEMENT

THIS IS AN AGREEMENT BETWEEN YOU AND AJA VIDEO SYSTEMS, INC. (“AJA”) THAT GOVERNS YOUR USE OF THE SOFTWARE ACCOMPANYING THIS LICENSE (E.G., AS INSTALLED ON THE DEVICE WITH WHICH THIS LICENSE IS PROVIDED).

The “AJA Software” referenced in this Agreement includes all such software, whether made available to you on disk, in read only memory, on any other media or in any other form, and all updates, corrections, enhancements and new versions of such software made available by AJA, together with all related documentation. BY INSTALLING OR USING THE AJA SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE IT AND, IF APPLICABLE, RETURN THE AJA SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND.

1. License Grant. AJA hereby grants you a nonexclusive, personal, non-sublicenseable and limited license to install and use AJA Software on a computer or AJA device. The foregoing license also includes the right to make copies of the AJA Software in machine-readable form for installation and backup purposes only, and provided that each copy you make must include all copyright or other proprietary notices contained on the original.

2. Limitations. You may not decompile, reverse engineer, disassemble, modify, or create derivative works of the AJA Software or any part thereof except to the extent (if any) authorized by applicable law notwithstanding the foregoing restriction. You may not rent, lease, lend, loan, distribute or act as a service bureau or “cloud service” provider with respect to use of the AJA Software or any functionality thereof. THE AJA SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE AJA SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

3. Reservation of Rights. The AJA Software is protected by law, including without limitation copyright law. The AJA Software is licensed, not sold, to you. AJA and its licensors reserve all rights not expressly granted to you by this Agreement. You own the media on which the AJA Software is recorded but AJA and/or AJA's licensor(s) retain ownership of the AJA Software itself. You may not use the AJA Software for any illegal purpose.

4. Transfer. You may make a one-time permanent transfer of all of your license rights to the AJA Software to another person or entity, provided that: (a) you transfer all of the AJA Software, including all its component parts, original media, printed materials and this Agreement; (b) you do not retain any copies of the AJA Software, including any copies stored on a computer or other device; and (c) you transfer the AJA Software subject to this Agreement, and the person or entity receiving the AJA Software accepts the terms and conditions of this Agreement.

5. NFR (Not for Resale) Copies and Add-On Features: Notwithstanding anything to the contrary in this Agreement, (a) AJA Software that is labeled “Not for Resale” or otherwise provided to you on a promotional or demonstration basis may be used only for your demonstration, testing and evaluation purposes and may not be resold or transferred; and (b) AJA may make available certain software components (“Add-On Features”) under separate terms and conditions, in which case those separate terms and conditions apply and the Add-On Features are not considered AJA Software under this Agreement.

6. Termination. Your rights in the AJA Software are conditioned on complying with this Agreement, and those rights (together with this Agreement) will terminate automatically, without notice from AJA, if you fail to comply with any term(s) of this Agreement. Upon termination of this Agreement, you must cease all use of the AJA Software and destroy all copies, full or partial, of the AJA Software in your possession or control.

7. Limited Warranty on AJA Software. If you comply with all terms of this Agreement and use the AJA Software in accordance with its documentation, and you install any patches or other updates made available to the AJA Software by AJA, AJA warrants that the AJA Software will perform substantially in accordance with its documentation for a period of ninety (90) days from the date of your original retail purchase. Your exclusive remedy under this warranty will be, at AJA’s option, a refund of the purchase price of the product containing the AJA Software or an update to or replacement of the AJA Software (or applicable component of it). THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE AJA SOFTWARE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG A WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

8. Disclaimer of Other Warranties on AJA Software. EXCEPT FOR THE LIMITED WARRANTY ON AJA SOFTWARE SET FORTH ABOVE, AJA AND AJA'S LICENSORS (COLLECTIVELY REFERRED TO AS "AJA" FOR THE PURPOSES OF SECTIONS 8 AND 9) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE AJA SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND OF QUIET ENJOYMENT. FURTHER, AJA DOES NOT MAKE ANY WARRANTY REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SUBJECT ONLY TO THE LIMITED WARRANTY SET FORTH IN SECTION 7, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE AJA SOFTWARE IS AT YOUR SOLE RISK. AJA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE AJA SOFTWARE, THAT THE AJA SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE AJA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE AJA SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AJA OR AN AJA AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE TERMS OF THIS PARAGRAPH MAY NOT APPLY TO YOU.

9. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL AJA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE AJA SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (E.G., WHETHER UNDER CONTRACT, TORT OR OTHERWISE) AND EVEN IF AJA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AJA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE TERMS OF THIS PARAGRAPH MAY NOT APPLY TO YOU.

10. Export Law Assurances. You may not use or otherwise export or reexport the AJA Software except as authorized by United States law and the laws of the jurisdiction in which the AJA Software was obtained. In particular, but without limitation, the AJA Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List or any similar legal designation. By using the AJA Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

11. Government End Users. The AJA Software including its documentation is a "Commercial Item", as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 (or their successors), as applicable. Consistent with these provisions, the AJA Software is licensed to U.S. Government end users (a) only as a Commercial Item and (b) with only those rights as are granted to all other end users pursuant to this Agreement. Unpublished-rights reserved under the copyright laws of the United States.

12. Controlling Law and Severability. This Agreement will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement will continue in full force and effect.

13. Complete Agreement; Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the AJA Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by AJA. Any translation of this Agreement is intended for convenience and to meet local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement will govern.