VIDEOLOGIC SOFTWARE LICENSE AGREEMENT ------------------------------------- LICENSE VideoLogic Ltd. ("VideoLogic") agrees to grant and Licensee to accept a non-exclusive non-transferable license to use the software and any part of it ("Software") contained in this product on the terms below. ACCEPTANCE The terms of this License are accepted by the parties on Licensee commencing use of the product and any requirement on Licensee to communicate acceptance is hereby waived. PERMITTED USE The Licensee is hereby authorized: 1. to use the Software on a single computer system ("system") and to use (but not copy) the operational manuals relating to the software 2. to modify the Software or merge it in machine readable form into another program, any merged program to be subject to this License 3. to copy the Software for back-up purposes provided no more than 3 copies are in existence at any one time to store the Software on the system or other storage unit on disk 4. to store the Software on the system or other storage unit on disk PROHIBITED USE The Licensee shall not 1. use copy or modify the Software save as provided herein and having reproduced on all copies any copyright notice of VideoLogic or its suppliers 2. provide or otherwise make available Software in any form to any person other than in confidence to Licensee's employees, including without limitation any public display or performance of the Software or any image, sound, musical work, or audio-visual work, or portion thereof, contained in or generated by the Software 3. remove or obscure any trademark or copyright notices 4. decompile disassemble or reverse engineer the Software 5. copy the Software operating manuals additional copies of which can be obtained from VideoLogic or its distributors WARRANTY Software is not warranted to be error free and existence of errors will not breach this License. Subject thereto and provided that non-compliance is not caused by modification or addition to Software not performed by VideoLogic nor by incorrect use abuse or corruption nor by use with or on incompatible software or hardware VideoLogic warrants Software will for 90 days from delivery to Licensee comply with VideoLogic's then standard specification and in event of breach will at its sole option either refund license fee or endeavor to correct Software. Save as otherwise provided all implied warranties conditions or terms are excluded to the fullest extent permitted by law. Except in respect of death or personal injury caused by VideoLogic's negligence VideoLogic shall not be liable to the Licensee for consequential or indirect loss (whether loss of profit or otherwise) costs or expenses whatsoever arising in connection with the supply of the Software its use or loss or interruption of use. INTELLECTUAL PROPERTY The trademarks names copyright and other intellectual property rights whatsoever subsisting in the Software and operating manuals (including but not limited to all programs compilation of command words other syntax contained therein) are and shall remain the sole property of VideoLogic and its suppliers. CONFIDENTIALITY All information data drawings specifications software listings source and object codes are proprietary and confidential and shall not be disclosed to any third party without VideoLogic's written consent. TERMINATION This License shall remain in force until terminated (without prejudice to any other right or remedy of VideoLogic) by written notice by VideoLogic to Licensee if Licensee is in breach of any provision of this License makes any voluntary agreement with its creditors becomes subject to petition for an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if an encumbrancer takes possession or a receiver is appointed of any property or assets of Licensee. On termination Licensee shall forthwith return or destroy (as VideoLogic directs) Software all copies and modifications thereof and operating manuals and certify same has been done. GENERAL This License which shall be construed in accordance with laws of England shall not affect statutory rights of customers. If any provision of this License is invalid or unenforceable in whole or in part the validity of other provisions of this License and remainder of the relevant provision shall not be affected. Headings are for convenience only and shall not affect construction.