SOFTWARE LICENSE

This is an agreement between you, the end user (“You” or “Licensee”), and Silicon Imaging Inc. ("Silicon Imaging"). By using the software, You agree to be bound by and to comply with the terms of this agreement (“Agreement”).

If You agree to abide by these conditions, please click "I Agree ". IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THIS SOFTWARE. PROMPTLY REMOVE IT FROM YOUR COMPUTER AND IF IT WAS A PURCHASED COPY, RETURN THE SOFTWARE, MEDIA AND DOCUMENTATION TO US IMMEDIATELY

1. GRANT OF LICENSE. Silicon Imaging, as Licensor, grants to You, the Licensee, a non-exclusive right to install a total of up to three machine readable copies of the software program(s) (hereinafter the "Software") on a total of three computers in accordance with the terms contained in this license.

2. REFUND POLICY. There is a No Refund policy for purchases of Software for which there is no exception. Please verify features and functionality of Software prior to purchase using a Trial version if it is available.

3. LICENSE RESTRICTIONS. Except as expressly and unambiguously permitted by this Agreement, You shall not sublicense, modify, alter, reverse engineer, disassemble, decompile, or create any derivative work of Software, or remove any copyright notice, watermark, or proprietary legend contained in software.
 
4. OWNERSHIP OF SOFTWARE. Silicon Imaging retains ownership of the copyright, title and ownership of the Software and the written materials provided herewith ("Documentation"), regardless of the form or media in or on which the original and other copies may exist, and Silicon Imaging retains ownership of all intellectual property rights related to the Software.

5. USE OF SOFTWARE. Use of the Software is restricted to operation with Silicon Imaging camera hardware and shall not be used with any other capture device.

6. NO CONVEYANCE OF THIRD PARTY PATENTS. You agree and acknowledge that no rights or licenses are granted or otherwise conveyed to You with respect to any patents owned or controlled by third parties and in necessary You may need to obtain such rights and licenses directly from such third parties.
 
7. UPGRADES. If this copy of Software is an upgrade from an earlier version, it is provided to You on a license exchange basis. Upon your installation and use of this copy of Software, You agree to voluntarily terminate your earlier EULA and You will not continue to use the earlier version of the Software or transfer it to another person or entity.
 
8. USE OF VIDEO SAMPLE FILES LICENSED BY THIRD PARTIES. You may use video sample files, provided in the Software, if any, which may be licensed from third parties, to demonstrate or complete Your work created by the use of the Software; provided that You may not use the video in any illegal manner and You are not entitled to sublicense or grant to any other party any rights related to the video sample files. Silicon Imaging does not provide any, and expressly disclaims all, warranty or representation for these video sample files.

9. LIMITED WARRANTY. If the Software is delivered on physical or optical media, Silicon Imaging warrants the media on which the Software is furnished to be free of defects in material and workmanship, under normal use, for a period of thirty (30) days following the date of delivery to You. If there is defect in the media, Silicon Imaging’s sole liability shall be to replace the defective media, which has been returned to Silicon Imaging or the supplier with your dated invoice and is shown to be defective. In the event that Silicon Imaging is unable to replace defective media, Silicon Imaging shall at its sole discretion either refund your money upon your termination of this license or replace with the newer version of the same software.

If the Software is delivered by electronic download, no warranty is provided or implied.
 
EXCEPT ONLY AS EXPRESSLY STATED IN THIS AGREEMENT, THIS SOFTWARE AND DOCUMENTATION ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. FURTHER, SILICON IMAGING DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. AFTER THE EXPIRATION OF THE INITIAL 30 DAY PERIOD AFTER DELIVERY TO YOU, NONE OF SILICON IMAGING OR ANY OF ITS DEALERS, DISTRIBUTORS, AGENTS OR REPRESENTATIVES SHALL HAVE ANY LIABILITY FOR REPAIR, REPLACEMENT OR OTHER RECOURSE RELATED TO THE SOFTWARE OR ITS DOCUMENTATION.
 
EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, SILICON IMAGING DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, REGARDLESS OF WHETHER IT IS MADE BY SILICON IMAGING. SILICON IMAGING DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SILICON IMAGING, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
 
SILICON IMAGING’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY IS LIMITED TO THE 30-DAY REFUND RIGHT SET FORTH ABOVE. NEITHER SILICON IMAGING NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT EVEN IF SILICON IMAGING HAS BEEN ADVISED OF THE POSSBILITY OF SUCH DAMAGES.
 
In no event will Silicon Imaging's liability for any damages to You or any other person exceed the amount paid for the license to use the Software.
 
9. INDEMNITY. You agree that Silicon Imaging shall have no liability whatsoever for any use You make of the Software. You shall indemnify and hold Silicon Imaging harmless from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use of the Software as well as from Your failure to comply with any term of this Agreement.
 
10. TERM AND TERMINATION. This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time. Silicon Imaging may terminate this Agreement immediately if You violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, You shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software, shall cease all use of the Software, and shall so certify to Silicon Imaging that such actions have occurred. Except for a properly requested refund within the first 30 days after delivery, You shall not be entitled to any refund as a result of any termination of this Agreement. Sections 2 through 9 and Section 11 shall survive termination of this Agreement.
 
11. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Silicon Imaging to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Silicon Imaging’s rights with respect to such breach or any subsequent breaches. Silicon Imaging expressly reserves the right to freely assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under New York law as such law applies to agreements between New York residents entered into and to be performed within New York. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Schenectady County, New York; You hereby agree to service of process in accordance with the rules of such courts.

In addition, you acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.