Software License Agreement
By opening or using this licensed product, you agree to be bound by the terms of this Agreement. THESE TERMS WILL GOVERN YOUR USE OF THE PRODUCT. READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THEM, DO NOT INSTALL OR USE THE PRODUCT AND RETURN IT FOR A REFUND. This product includes software and related documentation that may be supplemented or updated from time to time by Licensor at its discretion and may include license keys or access code (the "Software"). The Software is licensed, not sold, to you for use only under the terms of this Agreement, and Licensor and its suppliers reserve any rights not expressly granted to you in this Agreement. You are responsible for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software. You may own the media upon which the Software is recorded or fixed, but Licensor and its suppliers retain ownership of all copies of the Software itself. If you license the Software though electronic means only and such form of distribution becomes unavailable, then Licensor can elect to make an additional copy of the Software available to you at your request on a standard form of media for the cost of such media, shipping and handling. NOTE: depending on the product, your Licensor is either Digital Origin, Inc., Terran Interactive, Media 100, Inc. or some combination, as designated by Media 100, Inc. 
LICENSE and RESTRICTIONS. You may use the Software on a single computer and make one copy of the Software in machine-readable form for backup purposes only. All trademark and copyright notices and other proprietary legends must remain on all copies of the Software. You may transfer all your license rights in the Software to another party other than a governmental unit, provided that the other party agrees to accept the terms of this Agreement and you cease all use of the Software. The Software contains copyrighted material, trade secrets and other proprietary material. In order to protect them, you may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, except as required by applicable law with prior notice to Licensor. You may not modify, network, rent, lease, loan, distribute or create derivative works based upon the Software in whole or in part. You may not electronically transmit the Software from one computer to another or over a network. You agree that the Software will not be exported outside the United States except as permitted by US law and the country in which you lawfully obtain the Software. You will use reasonable precautions to keep the Software confidential and prevent its disclosure to others. Licensor may require the use of license keys or other form of access code to use the Software alone or with other products. It is your responsibility to retain such keys or code.
TERMINATION. Your rights to use the Software will continue until terminated. You may terminate these rights at any time by destroying all copies of the Software. Your rights to use the Software will also terminate immediately without notice if you fail to comply with any provision of this Agreement. Upon such termination you must destroy all copies of the Software. Termination does not relieve you of liability for violations of this Agreement.
LIMITED WARRANTY ON MEDIA and NO WARRANTY ON SOFTWARE. Licensor warrants that the media upon which the Software is originally recorded is free from defects in materials and workmanship under normal use for a period of ninety days from the recorded date of purchase. Licensor's and its suppliers’ entire liability and your exclusive remedy for a breach of the foregoing warranty will be replacement of the defective media if promptly returned to Licensor or a Licensor authorized representative with a copy of the receipt. Licensor and its suppliers will have no responsibility to replace media damaged by accident, abuse or misapplication. You expressly acknowledge and agree that use of the Software is at your sole risk. The Software is provided "as is" and without warranty of any kind.  LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRENTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  Licensor and its suppliers do not warrant that the Software functionality will meet your requirements, or that the operation of the Software will be uninterrupted or error-free, or that any defects in the Software can or will be corrected. Furthermore, Licensor and its supplies do not warrant or make any representations regarding the correctness, accuracy, reliability, or other attributes of the output of the Software. No other information or advice from Licensor or any third party will increase the warranty obligations of Licensor and its suppliers nor diminish the foregoing limitations. You expressly assume the entire cost of any necessary servicing, repair or correction of the Software. 
LIMITATION OF LIABILITY. Under no circumstances will Licensor and its suppliers be liable for any incidental, special or consequential damages (including lost profits or data) that result from the use or inability to use the Software, even if Licensor, its suppliers or vendors have been advised of the possibility of such damages. In no event will the total liability of Licensor, its suppliers and your vendor to you for all damages, losses and causes of action (whether contractual, in tort or otherwise) exceed the amount paid by you for the Software or replacement of the Software at Licensor’s election.
CONTROLLING LAW. This Agreement is governed by the laws of the United States and either the State of California or Massachusetts, as designated by Licensor, excluding conflicts of laws and the UN Convention on the international sale of goods. [Any dispute with respect to this Agreement will, at the election of Licensor, be adjudicated by an impartial arbitrator selected by an independent administrator designated by Licensor and conducted in accordance with such administrator’s procedural rules on a final and binding basis.] If, for any reason, any provision of this of this Agreement is deemed to be unenforceable, then that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect to the extent equitable so as to effect the intent of this Agreement. To the extent that some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability, some of the above may not apply to you, in which case (i) Licensor may elect to rescind this Agreement, (ii) any implied warranties will be limited to ninety days from the recorded date of purchase and (iii) you agree to arrange insurance coverage for such losses and risks at your own expense with the insurer(s) waiving subrogation. 
COMPLETE AGREEMENT. This is the complete agreement between us and may be modified in writing only. If you are using the Software on behalf of any unit of the United States Government, the following provisions apply. [The Government agrees that: (a) if the Software is supplied to the Department of Defense (DOD), the Software is classified as Commercial Computer Software and the Government is acquiring only restricted rights in the Software as that term is defined in Clause 252.227-70l3(c)(l) of the DFARS; and (b) if the Software is supplied to any other unit, the Government's rights in the Software will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR. If you have any questions concerning this Agreement, please write to us c/o Media 100, Inc., 290 Donald Lynch Boulevard, Marlborough, Massachusetts 01752-4748. NOTE: Certain uses of MPEG-2 may be subject to third party license — contact MPEG LA (www.mpegla.com) for details. This agreement does not grant a license to use MPEG-2 in a manner inconsistent with the MPEG LA Patent Portfolio License. Certain uses of MP3 may be subject to license — contact Thomson/Fraunhofer IIS (www.mp3licensing.com) for details. This Agreement does not grant a license to use MP3 in a manner inconsistent with the Thomson/Fraunhofer Patent Portfolio License.