SOFTWARE LICENSE AGREEMENT

You should carefully read the following terms and conditions which govern your use of the software. By clicking on the Accept button at the end of the terms and conditions you agree to be bound by the conditions of this license.  If after reading the following terms and conditions you do not wish to proceed with the use of the software you should not proceed to install, copy, download or otherwise use the software.

PART A: GENERAL CONDITIONS WHICH APPLY TO ALL COOLMEDIA SOFTWARE

1	DEFINITIONS 
In this License Agreement, unless the context otherwise requires, the following terms have the following meanings:

1.1	" CoolMedia" means CoolMedia Ltd trading as CoolMedia and its successors and assigns.

1.2	"related items" means manuals and documentation whether in hard copy or otherwise supplied by CoolMedia relating to the software.

1.4	"software" means the software product identified in the product order form which is available for installation, use or downloading and which is the subject of this agreement.

2	LICENSE
2.1	CoolMedia grants you a non-exclusive, non-transferable license to use the software and the related items in accordance with the Desktop (Section B), Server (Section C) or Development (Section D) software you have purchased.

2.2	A single copy of the software may be made by you for back-up purposes only. You must only use this copy as a back up and it should not be installed in a form which is capable of use.

2.3	Except as permitted in this agreement you may not make or permit any other person to make a copy of the software and you shall take all reasonable precautions to prevent any other person from being able to make a copy of the software.

2.4	You may not assign or transfer the license to the software to any other party without the written permission of CoolMedia.

2.5	Except as permitted in this agreement, you must not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the software, or create derivative works from the Software.

2.6	CoolMedia reserves the right to modify the terms and conditions of this license in its sole discretion at any time by posting a revised version of the license on its website or by otherwise making such revised terms available for review to you. Any such modifications to this license, including any modifications to the warranty disclaimers or limitations of liability, will supersede all prior versions after the revised version has been posted to the website or otherwise made available. Your continued use of the software after the variation constitutes your consent to the variation of the license.

3	INTELLECTUAL PROPERTY
3.1	Subject to clause 3.2, you acknowledge that CoolMedia is the proprietor of all industrial, commercial and intellectual property rights including the copyright in the software and the related items and including all versions or adaptations of the software and the related items. CoolMedia expressly reserves all such rights in accordance with international copyright law except those expressly granted to you in this license.

3.2	You acknowledge that the software may incorporate or refer to products in which the CoolMedia is not the proprietor of the intellectual property.  CoolMedia makes no warranty as to the use or suitability of such products and the intellectual property rights of those products remain the property of their respective proprietors.

4	WARRANTY AND DISCLAIMER

CoolMedia warrants that the software will be free from defects for a period of fourteen (14) days from the date of delivery of the software to you. Your sole remedy in the event of a breach of this warranty will be that CoolMedia, at its option, will replace any defective software returned to CoolMedia within the warranty period or refund the money you paid for the software. CoolMedia does not warrant that the software will meet your requirements or that operation of the software will be uninterrupted or that the software will be error-free. The above warranty is exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. This warranty gives you specific legal rights. You may have other rights, which vary from country to country.

Disclaimer of damages

Regardless of whether any remedy set out in this agreement fails its essential purpose, in no event will CoolMedia be liable to you for any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the use or inability to use the software even if CoolMedia has been advised of the possibility of such damages. In no case shall CoolMedia liability exceed the purchase price for the software.

The disclaimers and limitations set out above will apply regardless of whether you accept the software.

5	TERMINATION
5.1	CoolMedia shall be entitled to terminate this agreement at any time if you breach any term of this agreement.

5.2	If this agreement is terminated for any reason, your copy of the software and the related items, together with any other copies or reproductions or substantial reproductions of the software shall be returned to CoolMedia and at the request of CoolMedia you shall certify that all such copies, reproductions or substantial reproductions have been returned or destroyed.

PART B: CONDITIONS WHICH APPLY TO COOLMEDIA DESKTOP SOFTWARE

You may only use the software for the maximum number of users licensed to use the software at any one time which was specified in the product order form.

PART C: CONDITIONS WHICH APPLY TO COOLMEDIA SERVER SOFTWARE

You may only install and use the software on the maximum number of servers licensed to use the software which was specified in the product order form. All servers which use the software must be licensed.

PART D: CONDITIONS WHICH APPLY TO COOLMEDIA DEVELOPMENT AND RUNTIME 
SOFTWARE AND ASSOCIATED REDISTRIBUTION RIGHTS

Development rights:

You may install the software on one computer only for development. All other computers used for development must have a separate development license. You may customize the software for specific requirements.  You agree that CoolMedia retains ownership to the software. The customized software may not be resold or used for any third party development, commercial, distribution or production purposes other than in accordance with the Redistribution rights below.

Redistribution rights:

If you distribute your application(s) which incorporate the software, its components and any modifications of them made under a Developer License ("Runtime software") to third parties you must comply with the following requirements:
·	You must purchase a separate Runtime license for each application you distribute to third parties;
·	You are solely responsible for support, service and other technical assistance required by those third parties in respect of the Runtime software or your application;
·	You shall ensure that all such third parties consent to the terms contained in this license agreement;
·	You shall indemnify CoolMedia against any claims or liabilities arising out of the use of your application by the third parties;
·	You will maintain complete records regarding your use and distribution of the Runtime software and your applications and upon reasonable notice allow CoolMedia to audit your records to determine your compliance with this agreement (including for a period of up to 2 years after termination of this agreement).

Competitive Product Restrictions - You may not customize or integrate the software or distribute Runtime software into or with an application that is generally competitive with any of the CoolMedia product offerings.