Software End User License Agreement

READ BEFORE USING

THIS
SOFTWARE END USER LICENSE AGREEMENT (“AGREEMENT”) IS FOR ANY OR ALL OF
THE HAIVISION SOFTWARE PRODUCT(S) LICENSED, DOWNLOADED, INSTALLED AND/OR
ACTIVATED BY YOU (“PRODUCT”). THE PRODUCT IS PROTECTED BY NATIONAL AND
INTERNATIONAL COPYRIGHT LAWS AND TREATIES. READ THE TERMS OF THE
FOLLOWING AGREEMENT CAREFULLY. BY CLICKING THE ACCEPT BUTTON ON THIS
AGREEMENT, OPENING THE SHRINK-WRAP AROUND OR USING THE PRODUCT OR ANY
PORTION THEREOF, OR BY USING OR DISTRIBUTING ANY VIDEO INFORMATION
ENCODED BY, DECODED BY OR OTHERWISE MANIPULATED OR PASSED THROUGH THE
PRODUCT, YOU CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT
IS A LEGAL AGREEMENT BETWEEN YOU (A SINGLE CORPORATE ENTITY) AND
HAIVISION. IF YOU DO NOT AGREE TO THESE TERMS, HAIVISION IS UNWILLING TO
LICENSE THE PRODUCT TO YOU AND YOU ARE NOT AUTHORIZED TO INSTALL OR USE
THE PRODUCT. NOTWITHSTANDING SECTION 6.5 BELOW, THIS AGREEMENT ONLY
GOVERNS THE PRODUCT(S) IF A SEPARATE SOFTWARE END USER LICENSE AGREEMENT
HAS NOT BEEN SIGNED PRIOR TO THIS AGREEMENT FOR THE PRODUCT OR THE
AGREEMENT IS NOT SUPERSEDED BY A SEPARATE SOFTWARE END USER LICENSE
AGREEMENT FOR THE PRODUCT AT A LATER DATE.

1 DEFINITIONS

1.1.
Entitlement. The collective set of applicable documents (e.g.,
warranty, support and maintenance documents, data sheets, etc.)
authorized by Haivision Systems Inc. or its affiliate Haivision
(collectively, “Haivision) evidencing your obligation to pay associated
fees (if any) for the license, associated Services, and the authorized
scope of use of Product under this Agreement. The collective set of
applicable documents (e.g., warranty, support, and maintenance
documents, data sheets, etc.) autho- rized by Haivision Systems Inc. or
its affiliate Haivision (collectively, “Haivision”) evidencing your
obligation to pay associated fees (if any) for the license, associated
Services, and the authorized scope of use of Product under this
Agreement.

1.2.
License Fee. License Fee shall mean the consideration paid to Haivision
for use of the Product. The License Fee is part or all of the price
paid for the relevant Product.

1.3.
Product. Product shall mean the executable version of Haivision’s
computer software, program or code, in object code format (specifically
excluding source code), together with any related material including,
but not limited to the hardware, Reference Manuals or database schemas
provided for use in connection with the Product and including, without
limitation, all Upgrades through the date of installation.

1.4.
Reference Manuals. Reference Manuals shall mean the most current
version of the documentation for use in connection with the Product
provided by Haivision to You.

1.5.
Third-Party Content. Services or materials, which are not proprietary
to Haivision or may not be part of the materials of the company, entity
or individual using the Product.

1.6.
Updates. Updates shall mean any periodic software releases, additions,
fixes, and enhancements thereto, release notes for the Product and
related Reference Manuals, (other than those defined elsewhere in this
section as Upgrades) which have no value apart from their operation as
part of the Product and which add minor new functions to the Product,
but none so significant as to warrant classification as an Upgrade,
which may be provided by Haivision to fix critical or non- critical
problems in the Product on a scheduled, general release basis. Updates
to the Product (“Version”) are denoted by number changes to the right of
the decimal point for a version and revision number (for example, going
from 2.0.0 to 2.1.0).

1.7.
Upgrades. Upgrades shall mean any modification to the Product made by
Haivision, which are so significant, in Haivision’s sole discretion, as
to warrant their exclusion under the current license grant for the
Product. Upgrades of Product are denoted by number changes to the left
of the decimal point for a release number (for example, going from 2.0
to 3.0).

1.8.
You (or Your). The legal entity specified in the Entitlement, or for
evaluation purposes, the entity performing the evaluation.

2 RIGHTS AND RESTRICTIONS

2.1.
License to Use. Subject to the terms and conditions set forth herein
and subject to the terms of your Entitlement, Haivision hereby grants to
You a non-exclusive, personal, limited and non-transferable right and
license to use the Product in accordance with the terms of this
Agreement. This license is granted to You and not, by implication or
otherwise, to any parent, subsidiary or affiliate of Yours without
Haivision’s specific prior written consent. This license is for the
limited use of the Product by You for the purpose of creating, managing,
distributing and viewing IP Video assets. This license does not grant
any license for content whatsoever. All rights not expressly granted to
You by this Agreement are reserved by Haivision.

2.2. Restrictions.

(a)
Reproduction. You shall not copy, modify, distribute, use or allow
access to any of the Product, except as explicitly permitted under this
Agreement and only in the quantities designated in the Entitlement.
However, You have the right to make copies of the Product solely for
archival purposes, but only in quantities necessary and typical for your
Organization. You shall not modify, adapt, translate, export, prepare
derivative works from, decompile, reverse engineer, disassemble or
otherwise attempt to derive source code, hardware designs or other
proprietary information from the Product or any internal data files
generated by the Product, or use the Product embedded in any third party
hardware or software. You shall also not use the Product in an attempt
to, or in conjunction with, any device, program or service designed to
circumvent technological measures employed to control access to, or the
rights in other work protected by copyright laws. You shall not remove,
modify, replace or obscure Haivision’s copyright and patent notices,
trademarks or other proprietary rights notices affixed to or contained
within any Product. No right is granted hereunder for any third party
who obtains access to any Product through You to use the Product to
perform services for third parties. Most sublicensing arrangements are
prohibited under this Agreement. However, if You are a Reseller, You are
permitted to sublicense the Product to single end-users under terms and
conditions similar to the provisions of this Agreement; however, You
are responsible and liable pursuant to the terms and conditions of this
Agreement for Your sublicensees' actions and failures to take required
actions with respect to the Product.

(b)
Ownership. The Product is conditionally licensed and not sold. As
between the parties, Haivision and/or its licensors owns and shall
retain all right, title and interest in and to all of the Product,
including all copyrights, patents, trade secret rights, trademarks and
other intellectual property rights therein, and nothing in this
Agreement shall be deemed to transfer to You any ownership or title to
the Product. You agree that you will not remove, alter or otherwise
obscure any proprietary rights notices appearing in the Product. All
Haivision technical data and computer software is commercial in nature
and developed solely at private expense.

3 TERM AND TERMINATION

3.1.
Term. The license and service term are set forth in your
Entitlement(s). Additionally, this Agreement may be terminated without
cause by You upon thirty (30) days written notice to Haivision.

3.2.
Termination for Breach. Your rights under this Agreement will terminate
immediately without notice from Haivision if You materially breach this
Agreement or take any action in derogation of Haivision’s rights to the
Product. Haivision may terminate this Agreement should any Software
become, or in Haivision’s reasonable opinion likely to become, the
subject of a claim of intellectual property infringement or trade secret
misappropriation.

3.3.
Termination for Bankruptcy. Haivision may terminate this Agreement,
effective immediately, if You file, or have filed against You, a
petition for voluntary or involuntary bankruptcy or pursuant to any
other insolvency law, makes or seeks to make a general assignment for
the benefit of its creditors or applies for, or consents to, the
appointment of a trustee, receiver or custodian for a substantial part
of its property.

3.4. Termination; Effect; Survival. Upon the termination of this Agreement for any reason:

(a) All license rights granted hereunder shall terminate;

(b) You shall immediately pay to Haivision all amounts due and outstanding as of the date of such termination or expiration; and

(c)
You shall return to Haivision all Product and all Haivision Reference
Manuals or certify that all such Product and Reference Manuals have been
destroyed. Notwithstanding any termination of this Agreement, the
following provisions of this Agreement shall survive for the relevant
period of time set forth therein, if any: Sections 2.2, 4, 5 and 6.

4 REPRESENTATIONS, DISCLAIMER AND LIMITATION OF LIABILITY

4.1.
Limited Warranty. Haivision warrants that: (i) the Product will operate
substantially in accordance with the Reference Manuals provided and
(ii) any media on which the Product is provided will be free of material
damage and defects in materials and workmanship under normal use for a
term of ninety (90) days (the “Warranty Period”) after its delivery
date. As Your sole and exclusive remedy for any breach of this warranty,
Haivision will use its commercially reasonable efforts to correct any
failure of the Product to operate substantially in accordance with the
Reference Manuals which is not the result of any improper or
unauthorized operation of the Product and that is timely reported by You
to Haivision in writing within the Warranty Period, provided that in
lieu of initiating commercially reasonable efforts to correct any such
breach, Haivision may, in its absolute discretion, either: (i) replace
the Product with other software or technology which substantially
conforms to the Reference Manuals or (ii) refund to You a portion of the
fee paid for the relevant Product, whereupon this Agreement shall
terminate. This warranty shall immediately terminate if You or any third
party makes or attempts to make any modification of any kind whatsoever
to the Product, engages in any improper or unauthorized operation of
the Product, including uses prohibited by the Entitlement or installs or
uses the Product on or in connection with any hardware or software not
specified in the Entitlement or product data sheets.

4.2.
Warranty Disclaimers. THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1
ABOVE IN RESPECT TO THE PRODUCT ARE IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING THE PRODUCT, OR ITS
OPERATION, FUNCTIONALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
OF THIRD PARTY RIGHTS (ALL OF WHICH ARE DISCLAIMED). HAIVISION DOES NOT
WARRANT THAT ANY OF THE PRODUCT(S) WILL MEET ALL OF YOUR NEEDS OR
REQUIREMENTS, OR THAT THE USE OF ANY OF THE PRODUCT(S) WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE DETECTED OR
CORRECTED.

4.3.
Liability Limitation. IN NO EVENT SHALL HAIVISION OR ITS OFFICERS,
EMPLOYEES, AGENTS, REPRESENTATIVES, OR MEMBERS, NOR ANYONE ELSE WHO HAS
BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PRODUCT, BE
LIABLE TO YOU, YOUR CUSTOMERS OR TO ANY OTHER THIRD PARTY FOR
CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST
PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS OR FOR ANY DAMAGES FOR
ANY BREACH OF THE TERMS OF THIS AGREEMENT OR FOR LOST OR CORRUPTED DATA
ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT OR
OTHER LEGAL THEORY (INCLUDING NEGLIGENCE)AND WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HAIVISION SHALL NOT
BE LIABLE FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS
OF THE FEE PAID TO HAIVISION BY YOU FOR THE RELE- VANT PRODUCT.

5 INDEMNIFICATION

5.1. Indemnification by Haivision.

(a)
Haivision shall indemnify and hold You harmless against any and all
actions, claims, losses, damages, liabilities, awards, costs and
expenses (including reasonable attorneys’ fees) (“Claims”) arising out
of (i) any accusation or purported violation of any third person’s US
and Canadian copyright, trademark, patent rights or trade secrets,
proprietary information on account of Your use of the Product when used
in accordance with the terms of this Agreement, or (ii) relating to or
arising out of any negligence or willful misconduct on the part of
Haivision or any breach by Haivision of the terms of this Agreement or
any Maintenance and Support Agreement, or applicable law. You shall
promptly notify Haivision in writing of any such Claim and promptly
tender the control of the defense and settlement of any such Claim to
Haivision. Haivision shall thereafter undertake the defense of any such
Claim using counsel of its choice. You shall cooperate with Haivision,
in defending or settling such Claim at the expense of Haivision;
provided that Haivision shall not settle any Claim against You which
would require the payment of money by You without the prior written
consent of You, which consent shall not be unreasonably withheld. You
shall have the right to consult and provide input into the defense with
counsel of its choice at its own expense. Haivision shall not reimburse
You for any expenses incurred by You without the prior written approval
of Haivision, which approval shall not be unreasonably withheld.

(b)
If any Product is, or in the opinion of Haivision may become, the
subject of any Claim for infringement, then Haivision may, or if it is
adjudicatively determined that any of the Product infringes in the
manner described above (except to the extent that any translation,
modification, addition or deletion or combination by You is the sole
source of such Claim), then Haivision shall, at its option, either (i)
procure for You the right to continue use of the Product for the term
hereof, (ii) replace or modify the Product with other suitable and
reasonably equivalent products so that the Product becomes
non-infringing, or (iii) terminate this Agreement and refund to You a
portion of the fee paid for the relevant Product.

(c)
Haivision shall have no liability for: (i) the use of other than the
then current release of the Product; (ii) the use of the Product other
than as set forth in its accompanying documentation and as permitted
herein; (iii) the modification of any of the Product by any party other
than Haivision; or (iv) any infringement arising from the use of any
Product by You after Haivision has issued a written notice to You
requiring You to cease using such Product when Haivision exercises its
option to terminate the License pursuant to Section 3.2 (collectively,
“Exclusions”). SECTION 5.1 STATES HAIVISION’S ENTIRE OBLIGATION WITH
RESPECT TO ANY CLAIM REGARDING THE INTELLECTUAL PROPERTY RIGHTS OF ANY
THIRD PARTY.

5.2.
Indemnification by You. You shall indemnify and hold Haivision harmless
against any and all Claims directly or indirectly arising out of, or in
any manner whatsoever associated or connected with Your performance,
purported performance or non-performance of your rights and obligations
under this Agreement, and against any and all Claims incurred by or on
behalf of any of the foregoing in the investigation or defense of any
and all such Claims.

6 OTHER PROVISIONS

6.1.
Export and Other Restrictions. This Agreement, and all Your rights and
Your obligations under this Agreement, are subject to all applicable
Canadian and U.S. Government laws and regulations relating to exports
including, but not limited to, the U.S. Department of Commerce Export
Administration Act and its associated Regulations and all administrative
acts of the U.S. Government thereunder. In the event the Product or the
Hardware is exported from the United States or re-exported from a
foreign destination, You shall ensure that the distribution and
export/re-export of the Product or the Hardware is in compliance with
all laws, regulations, orders, or other restrictions of the U.S. Export
Administration Act and its associated Regulations. You agree that
neither you nor any of your Affiliates will export/re-export any
Product, any hardware on which the Product is loaded or embedded,
technical data, process, or service, directly or indirectly, to any
country for which the Canadian government or United States government
(or any agency thereof) requires an export license, other governmental
approval, or letter of assurance, without first obtaining such license,
approval or letter.

6.2.
Content. Your data and/or your use of the Product may not: (i)
interfere in any manner with the functionality or proper working of the
Product; (ii) stream any material that is copyrighted, protected by
trade secret or otherwise subject to third party proprietary rights,
including privacy and publicity rights, unless You are the owner of such
rights or have permissions from the rightful owner to post the
material; (iii) constitute, promote, facilitate or permit any illegal
activities, including without limitation, activities that might be
libelous or defamatory, invasive of privacy or publicity rights, abusive
or otherwise malicious or harmful to any person or entity; (iv)
distribute, share or facilitate unauthorized data, malware, viruses,
Trojan horses, spyware, worms or other malicious or harmful
distributions; or (v) otherwise violate, misappropriate or infringe the
intellectual property, privacy, publicity, contractual or other
proprietary rights of any third party.

6.3.
Consent to Use Data. You agree that Haivision may collect and use
technical data and related information, including but not limited to
technical information about Your device, system and application software
and peripherals, that is gathered periodically to facilitate the
provision of software updates, product support and other services to You
(if any) related to the Product. Haivision may use this information, as
long as it is in a form that does not personally identify You, to
improve its products or to provide services or technologies to You.

6.4.
Transfer and Assignment. Haivision may assign, sublicense, or transfer
this Agreement and/or any or all of its rights or obligations hereunder.
You may not assign, transfer or delegate any of its rights or
obligations hereunder (whether by operation of law or otherwise) without
the prior written consent of Haivision. For purposes of the preceding
sentence, and without limiting its generality, any merger, consolidation
or reorganization involving You (regardless of whether You are a
surviving or disappearing entity) will be deemed to be a transfer of
rights, obligations or performance under this Agreement for which
Haivision's prior written consent is not required. Any unauthorized
assignment, transfer or delegation by You shall be null and void. This
Agreement is binding upon and inures to the benefit of the parties
hereto and their respective permitted successors and assigns.

6.5.
Waiver and Amendment. No modification, amendment or waiver of any
provision of this Agreement shall be effective, unless in writing signed
by both parties. No failure or delay by either party in exercising any
right, power or remedy under this Agreement, except as specifically
provided herein, shall operate as a waiver of any such right, power or
remedy. Without limiting the foregoing, any additional legal terms and
conditions submitted by You in any other documents, including but not
limited to the Entitlement, shall be of no legal force or effect.

6.6.
Enforcement by Third Party. For any Product licensed by Haivision from
other suppliers, the applicable supplier is a third party beneficiary of
this Agreement with the right to enforce directly the obligations set
forth in this Agreement against You.

6.7.
Third Party Content. Haivision is not responsible for examining or
evaluating the data, accuracy, completeness, timeliness, validity,
copyright compliance, legality, decency, quality or any other aspect of
any Third Party Content. Haivision does not warrant or endorse and does
not assume and will not have any liability or responsibility to You or
any other person for any Third Party content. You agree that any Third
Party Content may contain proprietary information and material that is
protected by applicable intellectual property and other laws, including
but not limited to copyright, and that you will not use such proprietary
content, information or materials in any way whatsoever except for
permitted uses of the Third Party Content.

6.8.
Third Party Royalties. Your further reuse, retransmission, rebroadcast,
display or other distribution of your Third Party Content using the
Product may require that you obtain a license from and / or pay
royalties to the owners of certain third party audio and video formats.
You are solely responsible for obtaining such licenses and paying such
royalties.

6.9.
Governing Law/Submission to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the Province of
Québec, Canada and the Laws of Canada applicable therein (excluding any
conflict of laws rule or principle, foreign or domestic), exclusive of
the U.N. Convention on the International Sale of Goods. You hereby
consent to the jurisdiction of any provincial or federal court located
within the Province of Quebec and waive any objection which You may have
based on improper venue or forum non conveniens to the conduct of any
proceeding in any such court.

6.10.
Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, such provision shall be
changed and interpreted so as to best accomplish the objectives of the
original provision to the fullest extent allowed by law and the
remaining provisions of this Agreement shall remain in full force and
effect.

6.11.
Force Majeure. Neither party shall be liable to the other party for any
failure or delay in performance to the extent that such delay or
failure is caused by fire, flood, explosion, war, terrorism, embargo,
government requirement, labor problems, export controls, failure of
utilities, civil or military authority, act of God, act or omission of
carriers or other similar causes beyond its control. If any such event
of force majeure occurs, the party delayed or unable to perform shall
give immediate notice to the other party, and the party affected by the
other's delay or inability to perform may elect, at its sole discretion,
to terminate this Agreement or resume performance once the condition
ceases, with an option in the affected party to extend the period of
this Agreement up to the length of time the condition endured. Unless
written notice is given within 30 calendar days after the affected party
is notified of the condition, the latter option shall be deemed
selected. During an event of force majeure, the affected party shall
exercise reasonable effort to mitigate the effect of the event of force
majeure.

6.12.
Entire Agreement. This Agreement, together with the Entitlement and all
other documents that are incorporated by reference herein, constitutes
the sole and entire agreement between Haivision and You with respect to
the subject matter contained herein, and supersedes all prior and
contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to such subject matter.

6.13.
Language. The parties confirm that it is their wish that this
Agreement, together with the Entitlement and any other documents
relating hereto, have been and shall be drawn up in the English language
only. Les parties conferment que c’est leur volonte expresse que ce
contrat et tous documents y etant relative, y compris les bons de
commande, le avis, le anneses, les autorisations, les pieces jointes et
les amendments soient rediges en la langue anglais seulement.

6.14.
Headings Not Controlling. The headings used in this Agreement are for
reference purposes only and shall not be deemed a part of this
Agreement.

6.15. US Government Rights. Some Products are commercial computer software, as such, term is defined in 48 C.F.R. §2.101.

Accordingly,
if You, as the Licensee, is the US Government or any contractor
therefor, You shall receive only those rights with respect to the
Product and Reference Materials as are granted to all other end users
under license, in accordance with:

(a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors;

or

(b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

6.16.
Notices. All notices, requests, consents, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed
to have been given:

(a) When delivered by hand (with written confirmation of receipt);

(b) When received by the addressee if sent by a nationally recognized overnight courier (receipt requested);

(c)
On the date sent by facsimile (with confirmation of transmission) if
sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours of the recipient; or

(d) On the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such
communications must be sent to the respective parties at the addresses
set forth on the Entitlement (or to such other address as may be
designated by a party from time to time in accordance with this Section
6.16.)

If
you have questions, please contact Haivision Systems Inc., at 4445
Garand, Montréal, Québec, H4R 2H9 Canada or legal@haivision.com.